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HomeMy WebLinkAboutC16-190 Mountain Maintenance and AsphaltAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND MOLINTAIN MAINTENANCE AND ASPHALT THIS AGREEMENT ("Agreement") is effective as of rhe 3-{or, "f /U14 ,20t6byand between Mountain Maintenance and Asphalt, a Colorado sole proprietorship (hereinafter "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County desires to retain Contractor for the procurement and application of Crack Fill (the "Project") on Beard Creek Road, Edwards; Moonridge Drive, Edwards; Bellyache Road, Wolcott; Lake Creek Road, Edwards; and Squaw Creek Road, Edwards (collectively the "Property"); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below inparagraph I hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: l. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials n€cessary to perform and complete the services or work described in Exhibit A ("Services" or "Work") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services no later than October 3ft, 2016 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. County's Representative. The Road & Bridge Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date frst written above, and subject to the provisions of paragraph I l.hereof, shall continue in full force and effect through the 31't day of Octob er,2016. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. C16-190 No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-pa)ment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall be a fixed bid amount of $52.989.12. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to Countv. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 3 I of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-l-l0l et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec.20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 2 Eagle County General Services Final 5/14 7. Insuranse. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types oflnsurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personaVadvertising injury, products/completed operations, broad form property damage with limits of liability not less than $ I ,000,000 per occrurence and $ 1,000,000 aggregate limits. b. Other Requirements. The automobile and commercial general liability aoverage shall be endorsed to include Eagle County, its associated or affrliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate ofinsurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates ofinsurance shall include subcontractors, ifany as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. ll1. termination hereof. The insurance provisions of this Agreement shall survive expiration or The parties hereto understand and agree that the County is relying on, and doesiv. not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnifu and hold harmless County, and any of its offtcers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any ofits subcontractors hereunder; and Contractor shall reimburse County for reasonable attomey fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 3 Eagle County General Services Final 5/14 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Gordon Adams 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 97 0-328-3 542 Facsimile: 97 0-328-3 546 E-Mail: gordon.adams@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 97 0-328-8685 Facsimile: 97 0-328-8699 E-M ail : atty @eaglec ounty. us CONTRACTOR: Mountain Maintenance and Asphalt Post Office Box 1946 Edwards, CO 81632 Telephone: 97 0-926-5 544 E-Mail: crown350@aol.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph t hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue. Jurisdiction and Apnlicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be govemed by the laws of the State of Colorado. 4 Eagle County General Services Final 5/14 13. Execution by Counterparts: Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-10l to l2l. 14.Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy ofthe Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to County, and without intemrption to County: r. Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and 11. Any damage to any other Work or property caused by such defects or the repairing of such defects. C. All guarantees and warranties of materials furnished to Contractor or any subcontractor by any manufacturer or supplier are for the benefit of County. If any manufacturer or supplier of any materials furnishes a guarantee or warrantee for a period longer than one (l) year, then Contractor's guarantee or wiurantee shall extend for a like period as to such materials. 5 Eagle County General Services Final 5/14 h. Guarantees and warranties shall not be construed to modiff or limit any rights or actions County may otherwise have against Contractor in law or in equity. i. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. j. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that ofindependent contractor. Contractor shall have no authority to bind County. k. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. l. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. m. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. n. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. o. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. p. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability ofany other provision hereof. q. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. r. The Contractor, if a natural person eighteen ( I 8) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E-verify Program or other 6 Eagle County General Services Final 5i 14 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 Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certiff to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confrrmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement 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.eov/xprevprot/programs/gc 1185221678150.shtm c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening ofjob applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; 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 undocumented individual; except that Contractor shall not terminate the contract with the subcontractor ifduring such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in c.R.s. 8-17.s-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. IREST OF PAGE INTENTIONALLY LEFT BI-/INK] 1 Eagle County General Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year fust set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS CONTRACTOR: MOUNT.SIN MAINTENANCE AND ASPHALT 0r9arTitle: .ffi Teak J. Simonton. Clerk to the Board 8 Eagle County General Services Final 5/14 EXHIBIT "A' EAGTE COUNTY 2016 CRACK FILL PROJECT PROJECT #1 PROJECT #2 rorAl FoR pRoJEcr#1 t%l--}ffi] Location OTY Unit Unit pricE Amount Beard Creek Road. Edwards lSrack fill road from round-a- bout to property line (white oaint mark). 0.8 miles q159.1{0 po( rnrle 18ix".?a Moonridge Drive. Edwards Crack fill road from Beard Creek Road to end.0.23 miles ]q t5 -8a ;rr ryrile tg;0. r"q Construction zone traffic control 1 Lump surn -ho incndqd, Location lon OTY Unit Unlt orice Amount Bellya,,.-- Road, Wolcott Crack fill road from cattleguard at l-70 to Big Dipper Rd, 3.9 miles xt65,q6 OCr rntle- tl13tP. tt{ Construction zone traffic control 1 Lump sum $o indu&td rorAl FoR PROJ ECr #2 tll5t,, ;.tl PROJECT #3 Location Descri QTY Unit Unit price Amount Lake Creek Road, Edwards Crack fill road from HWY #6 to end of asphalt at Pilgrim downs. 3.s miles 55ac,b8 p{r rnite tq3e,tt Construction zone traffic control l Lump sum *o incLudad lq3aa.qoTOTAL FOR PROJECT #3 QTY Unit Unit Amount Squaw Creek Road, Edwards Crack fill road from HWY #6 to horseshoe corner (white paint mark). 3.2 miles 3qtb.gv p€r m;le a5$.Q. Construction zo ne traffic control 1 Lump surn So includtd TOTAL FOR PROJECT #4 17fr13,t2 PROJECT #4 Location TOTAL FOR ALL PROJECTS .t& sPEcrAL PRovrsroNs 5 ,qgq€ \/ 1. Cracks must be cleaned with compressed air of at least 100 CFM w/ condensation tran Q and then crack shall be dried thoroughly before product is applied. 2. The product placed in the cracks shallbe Deery 102, ASTM D-3405, shallbe a minimum of 380 degrees when applied, and leveled off using a rubber squeegee. 3. Material shall be blotted with sand ONLY when needed for traffic to drive on the fresh oil. 4, Crack- .' , ''" cr wider shall be filled with an approved backer rod that willwithstand 380 degee crack fill. 5. one or more projects may be eliminated depending on final bid results. 6. ALL PROJECTS SHALL BE BID A$ ONE JOB. Contractor name: BID OPENING RECORD SHEET Project Name: 2016 Grack Fill Project Date: Time Bid Price Hourutarn Hainf ,I b"hl 9 . t-o z'( . 3''" Z 62J".7+ 2_9 3i,2 4o4lL,F'tv lz TOTAL 1z,qffi.L BID FORM THIS BID ACKNOWLEDGEMENT FORM MUST BE SUBMTTTED 1VITH YOUR BID TO: EagleCounty Road & Bridge Department Attn: Gordon Adams, Director P.O. Box 250 Eagle, CO 81631 Re: Eagle County 2016 Crack Fill project The undersigned, having examined the Instructions to Bidders and any and alt documents related to the above referenced project: (a) agree to comply rvith all conditions, requirements, and instructions of the bid documents as stated or implied therein; (b) acknorvledges the right of Eagfe County, in its sole discretion, to reject any or all bids submitted, and that an arvard may be made even though not the lowest cost;(c) acknorvledges and agrees that the discretion of Eagle County, in selection of the successful bidder or bidders shall be final, not subject to revierv or attack; and (d) acknowledges that this bid is made rvith full knowledge of the foregoing and fu1 agreement thereto. By submission of this bid, and signature betow, the respondent acknorvledges that he has the authority to sign this Bid Form and bind the company named below. The bidder further acknowledges that Eagle County has the right to make any inquiry or investigation it deems appropriate to substantiate or supplement information containid in the bid and related documents, and authorizes release to Eagle County of any and all information sought in such inquiry or investigation. CompanyName: Title of Bidder: Signature of Bidder: g#ent &_ BID OR PROPOSAT BOND STATE FARII FIREAND CASUALTY COITIPANY BLOOUINGTON, ILLINOIS KNOWALL PERSONS BY THESE PRESENTS: That wa,BlotltlTAlN ilAINTEI,IANCE & ASPHALT , of PO BOX 19,16. EDWARDS. Cg-8j8it? as Prindpal. and the STATE FARtrl FIRE At{D CASUALTY COMPANI as 6uroty, areJointy and severally held and bourd unto ||eGOUNTY.QF EAQI-E , in the Srtate of -CqLgRADq - - , in lhe sum of FFT,Y TWO THOUSAND NINE HUNDRED NF,IETY DOLI-ARS ($ s2.ss0.00 ) DOLISRS. WHEREAS |he said principal ls herewilh submiuing proposd br urithin and forthe GOUNTY OF EAGLE CRACKFTIIPRoJEST NOW II{EiREFORE, lf thE Ouliiee strai acc6d tre bid of the Prirripal wisrin [re period sp3rifi€rt t|efein br acceflane (60 days af no period is specified) and the pnndpal sha[ ent€r into a conhact with the said OH[ee In aocordancs wlth the Erms of sald bld and ghe bond br tha faithfrl perfonmnce thereof wit*t the porid sp€dfi€d (m days if no p6dod b spcdfid); or if lhe Pfndpal shdl, in the case of failr,na to do ao, indemnify tha OUiS€s agdnst any lose the Obligee mry arftr d[recily arising W reason of suctt failura, not to ecce€d lhe penalty of lris bond, then tris obli,gdion strall b6 null efid vd4 dlendse b remain in full broe and eftcr Dated lhls iSTH day of ApRtL Prltrf/{,l 2015 ffii i*',#l:t'\*if'-' STATE FARM FIRE AND CASUALTY COMPANY Ft*rl 1r{$20(ts r005r@ 11$242 0r-13{013 1. INSTRUCTIONS TO BIDDERS DEFINED TERMS Terms used in these Instructions to Bidders which are defined in the Contract Documents (e.g., the contract form) have the meanings assigned to them therein. The term "successful Bidder" means the lowest, qualified, responsible bidder to whom Owner (on the basis of Owner's evaluation as hereinafter provided) makes an award. COPIES OF BIDDING DOCUMENTS Complete sets of the Bidding Documents in the number and for the deposit sum, if any, stated in the Advertisement of Invitation may be obtained from Road & Bridge Director. Complete sets of the Bidding Documents shall be used in preparing bids; Owner does not assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. Owner in making copies of Bidding Documents available on the above terms does so only for the purpose of obtaining bids on work, and does not confer a license or grant for any other use. OUALIFICATIONS OF BIDDERS To demonstrate qualifications to perform the work, each bidder must be prepared to submit, within five (5) days of Owner's request, written evidence, such as financial data, previous experience, and evidence of authority to conduct business in the jurisdiction where the project is located. Each bid must contain evidence of the bidder's qualification to do business in Colorado, or a covenant to obtain such qualification prior to award of the contract. 1.1 2. 2.1 2.2 2.3 aJ. 3.1 -1- 4. 4.1 EXAMINATION OF CONTRACT DOCUMENTS AND SITE Before submitting a bid, each bidder must (a) examine the Contract Documents thoroughly; (b) visit the site to familiarize himself with local conditions that may in any manner affect cost, progress, of performance of the work; (c) familiarize himself with federal, state, and local laws, ordinances, rules, and regulations that may in any manner affect cost, progress, or performance of the work; and (d) study and carefully correlate Bidder's observations with the Contract Documents. Before submitting his bid, each bidder will, at his own expense, make such investigations and tests as the bidder may deem necessary to determine his bid for performance of the work in accordance with the time, price, and other terms and conditions of the Contract Documents. On request, Owner will provide each bidder access to the site to conduct such investigations and tests as each bidder deems necessary for submission of his bid. The lands upon which the work is to be performed, rights-of-way for access thereto, and other lands designated for use by Contractor in performing the work are identified in the contract Documents. The submission of a bid will constitute an incontrovertible representation by the bidder that he has complied with every requirement of this Article 4, and that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of this work. INTERPRETATIONS All questions about the meaning or intent of the Contract Documents shall be submitted to the Road & Bridge Director in writing. Replies will be issued by Addenda mailed or delivered to all parties recorded by the Road & Bridge Director as having received the Bidding Documents. Questions received less than ten (10) days prior to the date for opening of bids will not be answered. Only questions answered by Formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. 4.2 4.3 4.4 4.5 5. 5.1 n-L- 6. 6.1 BID SECURITY Bid security shall be made payable to owner in an amount of five percent (5%) of the bidder's maximum bid price, and in the form of a certified or bank check or a bid bond issued by a surety meeting the requirements of paragraph 12 of the General Conditions. The bid security of the successful bidder will be retained until such bidder has executed the Agreement and fumished the required contract security, whereupon it will be returned; if the successful bidder fails to execute and deliver the Agreement and furnish the required contract security within fifteen (15) days of the Notice of Award, Owner may annul the Notice of Award and the bid security of the bidder will be forfeited. The bid security of any bidder wholn Owner believes to have a reasonable chance of receiving the award may be retained by Owner until the thirty-first (31't) day after the bid opening. Bid security of other bidders will be returned within seven (7) days of the bid opening. CONTRACT TIME The date by which the work is to be completed (the Contract Time) is set forth in the bid form and will be included in the Asreement. LIOUIDATED DAMAGES Provisions for liquidated damages, if any, are set forth in the Agreement. SUBSTITUTE MATERIAL AND EOUIPMENT The Contract, if awarded, will be on the basis of material and equipment described in the Drawings as specified in the specifications without consideration of possible substitute or "or-equal" items. Whenever it is indicated in the Drawings, or specified in the Specifications, that a substitute or "or-equal" item of material or equipment may be fumished or used by Contractor if acceptable to Owner, application for such acceptance will not be considered by Owner until after the effective date of the Agreement. 6.2 7. 7.1 8. 8.1 9. 9.1 -3- 10. l0.l 10.2 10.3 11. 11.1 TI.2 SUBCONTRACTORS. ETC. If the Contract Documents require the identity of certain subcontractors and other persons and organizations to be submitted to Owner in advance of the Notice of Award, the apparent successful bidder, and any other bidder so requested, will, within seven (7) days after the day of the bid opening, submit to Owner a list of all subcontractors and other persons and organizations (including those who are to furnish the principal items of material and equipment) proposed for those portions of the work as to which such identification is so required. Such list shall be accompanied by an experience statement with pertinent information as to similar projects and other evidence of qualification for each such subcontractor, person andorganization ifrequested by Owner. If Owner, after due investigation, has reasonable objection to any proposed subcontractor, other person, or organization, Owner may) before giving the Notice of Award, request the apparent successful bidder to submit an acceptable substitute without an increase in bid price. If the apparent successful bidder declines to make any such substitution, the contract shall not be awarded to such bidder, but his declining to make any such substitution will not constitute grounds for sacrificing his bid security. Any subcontractor, other person, or organization so listed, and to whom Owner or Road & Bridge Director does not make written objection prior to the giving of the Notice of Award, will be deemed acceptable to Owner. In contracts where the contract price is on the basis of Cost-of-the Work Plus a Fee, the apparent successful bidder, prior to the Notice of Award, shall identifii in writing to Owner those portions of the work that such bidder proposes to subcontract and, after the Notice of Award, may only subcontract other portions of the work with Owner's written consent. No contractor shall be required to employ any subcontractor, other person, or organization against whom he has reasonable objection. BID FORM The Bid Form is attached hereto; additional copies may be obtained from the Road & Bridge Director. Bid Forms must be completed in ink or by typewriter. -4- I 1.3 tl.4 I 1.5 1 1.6 tt.7 12. l2.L Bids by corporations, must be executed in the corporate name by the president or a vice president (or other corporate officer accompanied by evidence of authority to sign), and the corporate seal must be affixed and attested by the secretary, or an assistance secretary. The corporate address and state of incorporation shall be shown below the signature. Bids by partnerships must be executed in the partnership name, and signed by a partner whose title must appear under the signature, and the official address of the partnership must be shown below the signature. All names must be typed or printed below the signature. The bid shall contain an acknowledgement of receipt of all Addenda (the numbers of which shall be filled in on the Bid Form). The address and telephone number to which communications regarding the bid are to be directed must be shown. SUBMISSION OF BIDS Bids shall be submitted not later than at the time and place indicated in the Invitation to Bid, and shall be included in an opaque, sealed envelope, marked with the project title, and name and address of the bidder, and accompanied by the bid security and other required documents. If the bid is sent through the mail or other delivery system, the sealed envelope shall be enclosed in a separate envelope with the notation "BID ENCLOSED" on the face thereof. MODIFICATION AND WITHDRAWAL OF BIDS Bids maybe modified or withdrawn by an appropriate document duly executed (in the manner that bid must be executed), and delivered the place where bids are to be submitted, at any time prior to the opening of bids. If, within twenty-four (24) hours after bids are opened, any bidder files a fully signed written notice with Owner, and promptly thereafter demonstrates to the reasonable satisfaction of Owner that there was a material and substantial mistake in the preparation of his bid, that bidder may withdraw his bid, and the bid security will be returned. Thereafter, that bidder will be disqualified from further bidding on the work. 13. l3.l t3.2 -5- 14. t4.r OPENING OF BIDS When bids are opened publicly, they will be read aloud, and an abstract of the amounts of the base bids and major altemates (if any) will be made available after the opening bids. BIDS TO REMAIN OPEN All bids shall remain open for thirty (30) days after the day of the bid opening, but Owner may, in his sole discretion, release any bid and return the bid security prior to that date. AWARD OF CONTRACT Owner reserves the right to reject any and all bids, to waive any and all informalities, and to negotiate contract terms with the successful bidder, and the right to disregard all nonconforming, non-responsive, or conditional bids. Discrepancies between words and figures will be resolved in favor of words. Discrepancies between the indicated sum of any column of figures, and the correct sum thereof, will be resolved in favor of the correct sum. In evaluating bids, Owner shall consider the qualifications of the bidders, whether or not the bids comply with the prescribed requirements, and alternates and unit prices if requested in the bid forms. It is the owner's intent to accept alternates (if any are accepted) in the order in which they are listed in the bid form, but Owner may accept them in any order or combination. Owner may consider the qualifications and experience of subcontractors and other persons and organizations (including those who are to furnish the principal items of material or equipment) proposed for those portions of the work as to which the identity of subcontractors and other persons or organizations must be submitted as provided in the Supplementary Conditions. Operating costs, maintenance considerations, performance data, and quantities of materials and equipment may also be considered by Owner. Owner may conduct such investigations as he deems necessary to assist in the evaluation of any bid, and to establish the responsibility, qualifications, and financial ability of the bidders, proposed subcontractors, and other persons and Organizations to do the work in accordance with the Contract Documents to Owner's satisfaction within the prescribed time. 15. 15.1 16. 16.1 t6.2 16.3 16.4 -6- r6.5 t6.6 16.7 Owner reserves the right to reject the bid of any bidder who does not pass any such evaluation to Owner's satisfaction. If the contract is to be awarded, it will be awarded to the lowest bidder whose evaluation by Owner indicates to owner that the award will be the best interests of the project and to the County; Owner may accept a bid other than the lowest responsive bid if it determines that doing so is in the best interests of the project and the County. When a construction contract for a public project is to be awarded to a bidder, a Colorado resident bidder shall be allowed a preference against a nonresident bidder from a state or foreign country equal to the preference given or required by the state or foreign country in which the nonresident bidder is a resident, unless this requirement is inconsistent with requirements of federal law or may cause the denial of federal moneys. See 8-19-10I,I02, CRS for the complete provisions regarding the preference. PERFORMANCE AND OTHER BONDS Section 12 of the General Conditions sets forth Owner's requirements as to performance and other bonds. When the successful bidder delivers the executed Agreement to Owner, it shall be accompanied by the required contract security. SIGNING OF AGREEMENT When Owner gives a Notice of Award to the successful bidder, it will be accompanied by at least four (4) unsigned counterparts of the Agreement and all other contract documents. Within fifteen (15) days thereafter, Contractor shall sign and deliver at least four (4) counterparts of the Agreement to Owner with all contract documents attached. Within ten (10) days thereafter, Owner will deliver a fully signed counterpart to Contractor. t7. 17.1 18. 1. 2. ROAD & BRIDGE DEPARTMENI GENERAL CONDITIONS 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. lf 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. 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. 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. 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. Contractor, as soon as practicable, shall furnish in writing to the Owner the names of subcontractors and suppliers for each portion of the Work. 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. ln 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, €.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. Contractor shall deliver, handle, store and install materials in accordance with manufactu rers' instructions. 4. 5. 6. 7. 8. 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. lf 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. 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. Contractor shall keep the premises/work site and surrounding area free from accumulation of debris and trash related to the Work. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the contract price as security for the faithful performance and payment of all Contractor's obligations under the contract documents. These bonds shall remain in effect at least until two years after the date of final payment, except as othenruise 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. lf 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. 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 Contracto/s Work is damaged by another party, not under his supervision or control, Contractor shall make his claim directly with the party involved. lf 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. 10. 11. 12. 13. 14. Contractor's lnsurance: 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. lnsurance 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; 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 including loss of use resulting there from; Contractor's Liability Insurance issued to and imposed by law upon the Contractor and each Work performed by them under the Agreement; destruction of tangible property, covering the liability for damage subcontractor with respect to all 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 lnsurance. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily lnjury 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 lnsurance: 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. lnsurance covering claims for damages to persons or property shall at a minimum provide coverage of the larger of (i) $1,000,000 each person/$1,000,000 each occurrence, for bodily injury and $1,000,000 each occurrence for property damage , (ii) the maximum liability of a local government provided in the Colorado Governmental lmmunity Act, 24-10-1O1, 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 originalWork. 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, 15. 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. 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. 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 lnsurance 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. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Owner, its board, commissioners, employees and the agents of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. After execution of the Agreement, changes in the Work may be accomplished by Change Order or by order for a minor change in the Work. Owner, without invalidating the Agreement, may order changes in the Work within the general scope of the Agreement consisting of additions, deletions or other revisions. a. No Change Orders or other form of order or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a written assurance to the Contractor that lavvful 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. 16. 17. 18. 19. 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. Progress Payments lf 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. lf 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. 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. ln lieu thereof, and as approved by Owner, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the releases and receipts include all labor, services, material, and equipment for which lien could 20. 22. 21. 23. 24. 25. 26. 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 othenruise satisfied; and consent of the surety, if any, to final payment. lf 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. 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. 538-26-107. 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"). 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. lf 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. 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. 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. 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. lf, 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 27. 28. 29. 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. lf 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 seryices, shall be paid by Contractor. lf 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. 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, exc'ept as othenruise directed or approved by Owner: a. stop the Work on the date and to the extent specified in the Notice of Termination: 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: terminate all orders and subcontracts to the extent that they relate to the performance of Work terminated by the Notice of Termination; assign to Owner, in the manner and to the extent directed by it, all of the right, title and interest of Contractor under the orders or subcontracts so terminated, in which case Owner shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; with the approval of Owner, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and deliver to Owner, when and as directed by Owner, all documents and all property which, if the Work had been completed, Contractor would be b. d. e. f. 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 unterminated portion of the Work or taking closeout measures. c ERTI FtcArE Q&offi#trnff u RANcE IHIS CERNRCATE |s |SSUED AS A UATTER OF II{FORflATOII OI{LY AI{D CONFERS lIO RIGHIS UPOH n{E CERTTRCA1E HOTDErI 'I{ISCERNRCAIE DOE6 HOT AFRRiIAIIVELY OR NEGATIVELY AIIEND. EXTET{D OR ALTER THE COVERAGE AFFORT'ED BY THE POUCIESBELow. lllls cERnFlcAlE oF tltsuRAHcE DoEg t{or coxsnnm A colrrRAcr BEnilE€il THE tsSu$t6 t}tsunER(g), euriloruzeo REPRESEIiITATIYE OR FRODUCE& AilD THE CERNECATE HOLDER lilFORTAllT: lf tlrs qertlftceb holdar la rn ADDmONAL lffs ct to 6ttm. .nd cutdldonr of thc pollcy, cerrrln pdlclec may Dqrdrr an rirdoild'monl A ltfi.mont on thlr csrfficab do.. ngt confEr rtgirtr to ncc{rufrcrb holder In lleu of tuch lndo'tonlorut}. Pioouqa Gathy Thompeon State Farm tnsurance 27 Main $[ Suite 108 PO8ox1227 Edwards, CO 81632 H!'JN€U MoUNTAIN MAINTENANCE&ASPI-IALT PO BOX 1946 EDWARDS. CO 81632 lNOlcArED. NorvvllHsr Nollc 4tlY REQUIREI.IEHT. IERM oR cofiomofi oF ANy conTp.qcr on o111efi oocuuem vwT]t REspEcr ro wllcH THtsCERIFEATE MAY BE lSSlrED OR lilAY PERTAIN, THE INSUfiANCE AFFORDED BY TtlE FOLICIES DESCRIBEO HEREII{ ls SUBJECT rO ntl rne TEdnS.Exctu8lotls ANo coilomoxs oF sucH poLlctEs. uMrrs sHovtN itAy ltAvE 8EEN neouceo ay pen Cuems. cuns-rrDElXloccun GEn" ACGRECAIE UHIT APPUES PER: AUTOUOSLEtl^arlw AfiY AUTO ^!LOWN€Drulo$ HIREO AUTOS scSEnJtEo A{JTOS Not{€lill{EO AUTOS 199 878+004{6 AXE EtrPLOYENSUTUUr' A}IY FROPRIEIORiPAflIIER/EXECINN'E OFFICENEilACR €XCU'D€'' lf,rrldfiort h illll Ity.|' drcibrrdr DLBCllFtlOtl OF OPtS nOHt r |"oCmOlF , t'E lEtES |Allch ACOIO l0l. Atfiillorl i.drrb ldr.ril|q, lt nrc $.c.lr nqurtdt Eagle County. its assodatod or affIated enlities, ib urccessors and asslgnr, eleded officials, ernployees, agpnt$ snd volunlee6 a,e sdfiionel insucd under lhe commerdal general liabillty and autonoblle ltaD$ty po$dea of lnsurence. TE NUilAER: TE Eagle County, Colomdo PO Bor850 Eagle, CO 81831 S}NULO AIIY OF THE ABOTG O€$CRFED POIJCIBS 9€ CA}TCEI.TED BEFORE I rHE ErPrRAr|oil SATE THEjEOt, t{OTl€tE Yt*"oH wrTlr nrE Por r*tr",ILL 8E DELII'EREO ITI ^K7** \"\./o^ o tg88-2010 Ac( ACORD 2C (2010/051 The ACORD nams and togo ale reglstered marts of ACORD ItPATtalNs EXHIBIT