No preview available
HomeMy WebLinkAboutC17-151 Hellas Construction IncFIXED BID CONSTRUCTION AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND HELLAS CONSTRUCTION, INC. FOR FREEDOM PARD TURF REPLACEMENT THIS AGREEMENT is made this 05/08/2017 , by and between Eagle County, Colorado, acting by and through its Board of County Commissioners ("County"), and Hellas Construction, Inc., a Texas corporation licensed to work in the State of Colorado ("Contractor'). RECITALS WHEREAS, County purchased approximately 97,500 SF of Matrix 42 oz. synthetic turf from Contractor and Contractor is currently storing the synthetic turf pursuant to a Purchase and Storage Agreement dated July 26, 2016 (C16-292), and WHEREAS, County desires to hire Contractor to remove and replace the existing artificial turf at Freedom Park (the "Project') located at 0450 Miller Ranch Road, Edwards Colorado 81632 (the "Property') with the previously purchased Matrix 42 oz. synthetic turf, and WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to perfonn said renovation and construction services for County, and WHEREAS, Contractor understands and acknowledges that the Project is for the removal and replacement of the artificial turf located at Freedom Park in Edwards Colorado and that Contractor's work under this Fixed Bid Construction Agreement [the "Agreement' } will be subject to the terms and requirements of the Contract Documents, and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with the Project and related terms and conditions to govern the relationship between Contractor and County in connection with this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: ARTICLE 1— WORD 1.1 Contractor shall use licensed, skilled and competent laborers to complete all Work as specified or indicated in the Contract Documents. The "Work" is generally described as providing all labor, tools, materials and services to complete the Project in accordance with Contractor's proposal dated March 28, 2016 (Revised May 12, 2016) [Revised G-An&flCuamd FireI Draft%HellaslFreedomPacklHdlas Fired Sid Cmetn fim Agme nt.FreedomPark TwfPAplacm mt-CLEARM3017.docx 1 C17-151 February 03, 2017) attached hereto and incorporated herein as Exhibit A, Submittal Drawings dated May 10, 2016 and construction details attached hereto and incorporated herein as Exhibit B and the Construction Schedule attached hereto and incorporated herein as Exhibit C. The Work may also be referred to herein as the "Construction Services". ARTICLE 2 --COUNTY'S REPRESENTATIVE 2.1 The Project is under the authority of the Eagle County Facilities Management Department, the Manager of which, or his designee, shall be County's Project Manager with Contractor with respect to the performance of the Work (hereinafter "Project Manager"). ARTICLE 3 — CONTRACT TIME 3.1 This Agreement shall commence upon execution of this Agreement by both parties and, subject to the provisions of Article 11 hereof, shall continue in full force and effect until the Work has been completed. Once a Notice to Proceed has been issued, Contractor will pick up and sign the grading permit from the Eagle County Engineering Department. Contractor will complete the Work in a diligent and expeditious manner and shall achieve Final Completion of the Work in accordance with Article 14 (including subparts) of the General Conditions on or before September 01, 2017. 3.2 Owner and Contractor recognize that time is of the essence of this Agreement and that Owner will suffer [financial loss if Project is not substantially completed within the time specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense, and difficulties involved in proving, in a legal or arbitration proceeding, the actual loss suffered by the Owner if Project is not substantially completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner in accordance with the following: Late Final Completion: $250 per day ARTICLE 4 — CONTRACT PRICE 4.1 County shall pay Contractor for the Construction Services in current funds the fixed sun of three hundred sixty seven thousand two hundred thirty dollars ($367,230.00) in accordance with Exhibit A. Contractor shall not be entitled to bill for overtime or other costs and Contractor acknowledges that the full compensation for the Work hereunder is the fixed sum set forth in this paragraph 4.1. ARTICLE 5 — PAYMENT PROCEDURES 5.1 Contractor shall submit applications for payment in accordance with Article 14 -of the General Conditions. The Contractor shall submit applications for payment and all back-up material (e.g. Subcontractor's invoices, vendor statements and receipts) as shall 0_%CapAal Projects - ACtiv'e��reedom Park TurAReplacemant%Construc6on A jrccmm It A`7\Fin ad Ag­ntll Jellas Fixed Sid Construction Agreeinent.Preedom Pak r� Tu. f Aef)lacemenr_CLE.AN.03301?.dor 2 be reasonably required in accordance with the General Conditions. Applications for payment will be processed by the Project Manager as provided in the General Conditions. The application for payment shall list all general and sub -trade divisions with each division clearly showing the total construction cost and all increments for monthly payment requests for labor and materials and all monthly reconciliation totals for each division. The application shall also include a summary of all current changes to the contract through approved changes and the cost impact for these changes. 5.2 PROGRESS PAYMENTS: In accordance with Article 5 of this Agreement and Article 14 of the General Conditions, County shall make monthly progress payments on account of the Contract Price on the basis of Contractor's applications for payments as recommended by the Project Manager, as provided below. All progress payments will be on the basis of the progress of the Work. County shall have the right to request and inspect supporting documentation for progress payments, including but not limited to receipts and invoices evidencing payments of charges associated with the Work. 5.2.1 Progress Payments will be in an amount equal to: Ninety-five percent of the calculated value of Work completed and materials and equipment not yet incorporated in the Work but delivered and suitably stored less in each case the aggregate of payments previously made, The withheld percentage of the Contract Price may be retained until the Work is completed satisfactorily and finally accepted by County as provided for herein. 5.3 FINAL PAYMENT: Except as provided in paragraph 5.4 of this Agreement, within sixty (60) days of completion and acceptance of the Work by County in accordance with the General Conditions, County shall pay the remainder of the Contract Price as recommended by Project Manager as provided in Article 14(including sub -parts) of the General Conditions. The final payment shall not be made until after final settlement of this contract has been duly advertised at least ten days prior to such final payment by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County and in compliance with C.R.S. § 38-26-107, as amended. Final payment shall be made in accordance with the requirements of aforesaid statute. 5.4 County may withhold from any payments due to Contractor, to such extent as may be necessary to protect the County from loss, because of defective work or material not remedied or the failure of Contractor to carry out the Scope of Work in accordance with this Agreement. ARTICLE 6 — CONTRACTOR'S REPRESENTATIONS In order to induce County to enter into this Agreement, Contractor makes the following representatioris: WCapitaf Projects - ActiwWmedom Park Tip R p1accmcntlCamti u LLDi;. AgBement 20171k utai .4grzeruent'•Hellas Fixed Bid Con:irttctian Agrccncn[.Prcn3om Pxrk TurFRep!ao mut. CI.TAY. 033017•docx 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 may, in any manner, affect cost, progress, or performance of the Work. 6.2 Contractor has studied carefully all 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 were relied upon by Project Manager in the preparation of the plans and specifications as shown in Exhibit A. 6.3 Contractor has trade, or caused to be made, examinations, investigations, and tests and studies of such reports and related data in addition to those referred to herein 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. 6.4 Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents. 6.5 Contractor has given Project Manager written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by Project Manager is acceptable to Contractor. ARTICLE 7 -- CONTRACT DOCUMENTS The Contract Documents which comprise the entire Agreement, made a part hereof, and consist of the following: 7,1 This Agreement. 7.2 General Conditions. 7.3 Exhibit A: Hellas proposal dated March 28, 2016 (Revised May 12, 2416) (Revised February 03, 2017). 7.4 Exhibit B: Submittal Drawings dated May 10, 2016 and construction details. 7.5 Exhibit C: Construction Schedule 7.6 Exhibit D: Certificates of insurance 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 a Change Order or Modification (as defined in the General Conditions). G:1CapiW Pmjcds - Ac[i.n:IPrccdnm Park AV nrenr 20171Fina1 AgreeffWH le[€as Fixed Hid Consmiaion Agreement.Freedom Park £ur£ ftlacement. CLEAN. 03 3 01'1. doer The intent of the Contract Documents is to include all items, components and services necessary for the proper execution and completion of all the Work outlined in paragraph 1.1 of this Agreement. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. Words and abbreviations which have well known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings. The Contract Documents are listed in order of priority. if a conflict exists in the terms of any of the Contract Documents; the document with a higher priority shall control. ARTICLE 8 --- MISCELLANEOUS 8.1 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. 8.2 County and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. 8.3 Notwithstanding anything to the contrary contained in this Agreement, Eagle County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 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 Vocal Government Budget Law (C.R.S. § 29--1-101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 8.4 Contractor shall comply with the following provisions mandated by C.R.S. § 8- 17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES: As used in this section. 8.4, 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. 817.5-101, et seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-101, et seg. 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 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 Agreement. CrlCapi[al1'rojeces - Ac ive\Freedom Park T'urFlRcplacemcn}IConslruclion Agreement 2017•,Final kpr nam\Ha11 s Fixed Sid C:onstruc[ion AGreen�e�it.Preedom Park -fwf Replacement. CLEAN. OaM]7.docx 8.4. 1. Contractor shall not: (i) -.Knowingly employ or contract with an undocumented individual to perform work under this agreement for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. 8.4.2. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work 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.gov/xprevprot/programslgc 1185221678150.shtm 8.4.3. The Contractor shall not use either the E -verify program or other Department Program procedures to undertake preemployment screening of job applicants while the public contract for services is being performed. 8.4.4. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, the Contractor shall be required to: (i) Notify the subcontractor and the County within three days that the 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 the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. 8.4.5. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8-17.5-102(5). 8.4.6. If a Contractor violates these prohibitions, the County may terminate the Agreement for a breach of the contract. If the Agreement is so terminated 0: Capital Projects - Aaiv&Y'reedam Park TmfaepiacementWonsmr ion Ag a mmt 2017111-inal Agrcc urkAUc]]as Fixed Bid Constn iron Agr mont.Fn dom Park TurF Rcpl xccmcnt. CS.P.ATv, 0.7 3 07 7, rh�cx specifically .for a breach of this provision of this Agreement, the Contractor shall be liable for actual and consequential damages to the County as required by taw. 8.4.7. The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Agreement and the County terminates the Agreement for such breach. 8.5 In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the Obligations, duties or rights of the parties hereunder; or if suit otherwise is brought in law or in equity to recover damages for breach of this Agreement, or an action in tort 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. 8.6 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in the minimum amounts required by Article 5of the General Conditions. 8.7 Contractor shall require each subcontractor to be bound by the terms of the Contract Documents. All Work performed by a subcontractor shall be pursuant to the appropriate written agreement in accordance with the requirements of the Contract Documents. 8.8 The Eagle County Project Manager shall be authorized to sign change orders increasing the scope of work and associated compensation within the budget constraints set for the Project. Change orders in excess of the budgeted amount must be signed and approved by the Board of County Commissioners. ARTICLE 9 - J-URISDICTION AND VENUE 9.1 This Agreement shall be interpreted in accordance with the Iaws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof Venue shall be in the Fifth Judicial District for the State of Colorado. ARTICLE 10 - INDEMNIFICATION 10.1 The Contractor shall, to the fullest extent permitted by law, indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees 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 hereunder or any subcontractor or 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; and Contractor shall reimburse County for any and all legal and other expenses including G:%C,.pitelPmj-ts-Acdvy F edomPak fufTep]ncemenfCnnsLTn6onAgrxmont20F7\Mnel A,,peementlHellasFixed Bid ConsiructionAgmement.PrccdomPark 7 tuff Rep l aoe mart. C LE?N. 01: 017. d o c a- attorney fees 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 the County is solely liable to such third party for such claim.. This Article shall survive termination of this Agreement. ARTICLE 11 'TERMINATION 11.1 County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination specifying the date upon which termination becomes effective. Upon termination, Contractor shall deliver all redlined drawings and other illustrations, photos or documents entirely or partially completed, whether in electronic form or otherwise, together with all material supplied by Contractor or by County. In such event, Contractor shall be compensated for all Work satisfactorily completed up to the date of termination. Final payment, subject to the requirements of Article 5 of this Agreement, will be due within thirty (30) days after Contractor has delivered the last of the documents or records due the County. ARTICLE 12 - OWNERSHIP OF DOCUMENTS 1.2,1 All documents (including electronic files) which are obtained during or wholly or partially prepared in the performance of the Work 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. ARTICLE 13 — NOTICE 13.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, First class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: The County: Eagle County Facilities Management Ron Siebert, Construction Manager P.O. Box 850 Eagle, Colorado 81631 Telephone: (970) 328-8881 Facsimile: (970) 328-3539 E -Mail: ron.siebert@eaglecounty,us and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 Telephone: (970) 328-8685 Facsimile: (970) 328-8699 E -Mail: atty@7eaglecounty.us OTAC:apiLA Projects - Aclive\Frzedom Park TurflHep[acementWonsrnictron Agreement 2017%Finel Agreementlt lel l a_e Fixed Sid Construction Agreement.Yreedum Nark p Turf Replacement -CLEAN. 03 Nil 7.doc O The Contractor: Hellas Construction, Inc. 12710 Research Blvd, Ste. 240 Austin, Texas 75759 Telephone (512) 250-2910 Facsimile: (512) 250-1960 E -Mail: Ithoma@hellasconstruction.com Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confinned received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the US. Postal Service. ARTICLE 14 -- INDEPENDENT CONTRACTOR 14.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing an employment relationship. Contractor shall be, and shall perform as, an independent contractor. No technician, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for its acts and for the acts of its subcontractors, technicians, agents, employees, and servants during the performance of this agreement. Contractor shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of County. 11 REMA17VDER OF PAGE INTENTIOATALLY LEFT BLANK 11 WCxpital Prujxfs - AdivclFnvdum Perk A.ieeuiean 2017\Final Agrzeiven[Uiellas Fixed Bid Construction AgmementlN domlluk n turfXeplacement. CLEAN. 0331717.&cx 7 IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the day and year first set forth above. One counterpart each has been delivered to County, Contractor and Project Manager. All portions of the Contract Documents have been signed or identified by County and Contractor. Attest By: Regina O'Brien, Clerk to the Hoard COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: Jillian H. Ryan, Chair CONTRACTOR: HELLAS O 1' , INC. z Q Petrini Chief opeim ing 0171cer Title; CONTRACTOR IS REQ UIRED TO IN VE ITS SIGNATURE NO7ARIZ ,D STATE OF TEXAS ) ss COUNTY OF TRAVIS } aQ The foregoing instrument was acknowloUed before me by j:�fdyj L�__�nr► C of -W\m, Lyv;�"d"i bvi , on this _jlq7 day of , 2017.LIA ALETHA RISNER My commission expires: AYr: . Notary Public, State of Texas ..rz Expires 07-34.2414 t, ID 130314774 Notary Public Cr. Capital Projects - Ac[iwTmodom Perk TurARcp1Hcomen1lCnngL—w inn Argf"ment 2017%Finni AGreenoentlilellas Fixed Bid Canstn=ion Agmement.Freedom Puk 0n Turf Replacement.CLtiAh. 033017. docx GENERAL CONDITIONS TO CONSTRUCTION AGREEMENT Please note there is NO "ARCHITECT" on this project and any reference to "ARCHITECT" should be directed to "OWNER" 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 and review of Proposals 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: Applications for payment must be made on ALA G702 and G 703 in written or electronic form. The form accepted by OWNER 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. ARCHITECT: Or such other professional architect, or group or association of professional corporation of such approved professional architects, engineers and consultants, who have contracted with OWNER to accomplish the architectural and engineering services necessary for the Work. BONDS: 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 to be signed by both Owner and Contractor. COLORADO LABOR: means as provided in C.R.S. 5-17-101 et. seq. 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. CONTINGENCY: means the set percentage, or stipulated sum, of the construction contract amount budgeted for unforeseen conditions or emergencies. Any expenditure of Contingency must be expressly approved by OWNER. CONTRACT TIME: The number of days (computed as provided in these General Conditions), 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. COST: means the total cost of labor, materials, provisions, supplies, fees, tests, expenses, equipment rentals, equipment purchases, insurance, supervision, engineering, clerical and accounting services, the value of the use of equipment and reasonable estimates of other administrative costs which may be reasonably apportioned to this Project to complete in accordance with this Contract. DAY: A calendar day of twenty-four hours measured from midnight to the next midnight. DEFECTIVE: Ail 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 OWNER'S recommendation of final payment or prior to the guarantee period under paragraph 13.12 or prior to the expiration of any applicable statute of limitations. DRAWINGS: Graphic and pictorial portions of the Contract Documents which show the character and scope of the Work to be performed including design, location and dimension of the Work including plans, elevations, sections, details, schedules and diagrams, and which have been prepared or approved by OWNER, 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. ENGINEER: The person, firm or corporation to be identified by OWNER. The ENGINEER may be a department employee of OWNER who may perform all or some of the duties of ENGINEER, but in such case shall exercise his duties in conformance with the standards applicable to independent professional engineers. FIELD ORDER: A written order issued by OWNER 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. GUARANTEED MAXIMUM PRICE: means that maximum amount for which the Work will be accomplished. MODIFICATION: (a) A written amendment of the Contract Documents signed by both parties, or (b) a change order. The Contract Documents may only be amended by a modification. 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 Proposer 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 fixing the date on which the Contract Time will commence to run, and on which CONTRACTOR shall start to perform his obligations 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. OWNER'S REPRESENTATIVE: The OiNiier's Representative is the Eagle County Facilities Management Department or designee. PROJECT: The "Freedom Park Turf Replacement". 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. PROPOSAL: The offer or proposal of the Proposer submitted on the prescribed form setting forth the prices for the Work to be performed. 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 OWNER 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 a Temporary Certificate of Occupancy is issued by the Building Permit Official or 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 or reasonably inferable therefrom and includes all labor, materials, equipment and services provided or to be provided by CONTRACTOR or to fulfill CONTRACTOR'S obligations. ARTICLE 2 — PRELIMIlVARY MATTERS DELIVERY OF BONDS 2.1 When Contractor delivers the executed Agreement to OWNER, CONTRACTOR shall also deliver to OWNER such bonds as CONTRACTOR may be required to furnish in accordance with paragraph 5.1. COPIES OF DOCUMENTS: 2.2 Intentionally Omitted. COMMENCEMENT OF CONTRACT TIME; NOTICE TO PROCEED: 2.3 The Contract Time will commence upon issuance of a Notice to Proceed. A Notice to Proceed may be given at any time within thirty (30) days after the effective date of the Agreement. STARTING THE PROJECT: 2.4 CONTRACTOR shall start to perform the Work on the date when the Contract Time commences to run, but no Work shall be done at the site prior to the date on which the Contract Time commences to run. BEFORE STARTING CONSTRUCTION: 2.5 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 OWNER any conflict, error, or discrepancy which CONTRACTOR may discover; however, CONTRACTOR shall not be liable to OWNER 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. 2.6 Within ten (10) days after the effective date of the Agreement (unless otherwise specified in the Contract Documents) CONTRACTOR shall submit to OWNER for review and acceptance an estimated progress schedule indicating the starting and completion dates of the various stages of the Work, a preliminary schedule of shop drawings submissions, and a preliminary schedule of values of the Work. 2.7 Before any Work at the site is started, CONTRACTOR shall deliver to OWNER, certificates of insurance (and other evidence of insurance requested by OWNER) which CONTRACTOR is required to purchase and maintain in accordance with Article 5 hereof. PRE -CONSTRUCTION CONFERENCE: 2.$ Before CONTRACTOR starts the Work at the site, a conference will be held for review and acceptance of the schedules referred to in paragraph 2.6, to establish procedures for handling shop drawings and other submittals, and for processing applications for payment, and to establish a working understanding among the parties as to the Work. ARTICLE 3 — CONTRACT DOCUMENTS: INTENT AND REUSE 11124h Il V0 IA 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 OWNER in writing at once and before proceeding with the Work affected thereby; however, CONTRACTOR shall not be liable to OWNER for failure to report any conflicts, error, or discrepancy in the Specifications or 4 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 Proposals (or on the effective date of the agreement if there were no Proposals), 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 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 OWNER as provided for in paragraph 9.3. 3.5 The Contract Documents will be governed by the law of the place of the Project. REUSE OF DOCUMENTS: 3.6 Intentionally Omitted. 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 make a claim therefore as provided in Article 12. 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 Intentionally Omitted. UNFORESEEN PHYSICAL CONDITIONS: 4.3 CONTRACTOR shall promptly notify OWNER 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. OWNER will promptly review those conditions. Promptly thereafter, OWNER may obtain the necessary additional investigations and tests, and furnish copies to CONTRACTOR. If OWNER find 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 may be issued incorporating the necessary revisions as agreed upon by the parties. 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 herein), shall protect and preserve the established reference points, and shall make no changes or relocations without the prior written approval of OWNER. CONTRACTOR shall report to OWNER 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 — BONDS AND INSURANCE PERFORMANCE AND OTHER BONDS 5.1 CONTRACTOR shall furnish performance and payment bands, 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 otherwise provided by law. CONTRACTOR shall also furnish other bonds as are required by the Contract Documents. All bonds shall be in the forms prescribed by the Contract Documents, 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. 5.2 If the surety on any band 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 paragraph 5. 1, CONTRACTOR shall within five days thereafter substitute another bond and surety, both of which shall be acceptable to OWNER. INSURANCE: 5.3 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 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 accordance with paragraph 13.12. In addition, CONTRACTOR shall maintain such completed operations 6 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. 5.3.1 Claims under Workmen's Compensation, disability benefits, and other similar employee benefit acts; 5.3.2 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; 5.3.3 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; 5.3.4 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 5.3. 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 Products and completed operations aggregate $1,000,000 Employers Liability, including Occupational Disease $500,000 Any one fire $50,000 If any aggregate limit is reduced below $1,000,000 because of claims made or paid, CONTRACTOR shall immediately obtain additional insurance to restore the full aggregate limit and furnish to OWNER a certificate or other document satisfactory to OWNER showing compliance with this provision. Said insurance shall be furnished in types specified as follows: 5.3.5 CONTRACTOR'S Commercial General 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 and covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability. 7 5.3.6 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. 5.3.7 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. 5.3.8 Comprehensive Automobile Insurance covering any auto (including owned, hired and non -owned autos) shall be carried with a minimum limit of $1,000,000.00 each accident combined single limit. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. 5.3.9 Employer's Liability Insurance covering all of CONTRACTOR's and any Subcontractor's employees acting within the course and scope of their employment. 5.3.10 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 Agreement by the CONTRACTOR or his Subcontractors, including omissions and supervisory acts by the OWNER. 5.4 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 hereinafter set forth, with an umbrella covering of $2,000,000, subject to the approval of the OWNER, will be permissible. 5.5 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. 5.6 Builder's Risk Insurance: 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 Agreement which is considered not to exceed one hundred percent (100%) of the amount of this Agreement and authorized extras. Such policy shall not insure any tools, 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. Such 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 Prcj ect 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. CONTRACTOR shall furnish OWNER with certification of said insurance prior to commencement of any Work. 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 payment covering the original Work. 5.7 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 (30) 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. 5.8 Owner's Liability Insurance: The OWNER, at his option, may but shall not be required to purchase and maintain such liability insurance as will protect him against claims which may arise from operations under this Agreement. Purchasing and maintaining such insurance, however, will not relieve the CONTRACTOR from purchasing and maintaining the insurance hereinbefore specified. 5.9 Loss of Use of Insurance: The OWNER, at his option, may but shall not be required to, purchase and maintain such insurance as will insure him against loss of use of his property due to fire or other hazards, however caused. 5.10 Coverage required of CONTRACTOR and any of its subcontractors shall be primary over any insurance or self-insurance program carried by OWNER. 5.11 All insurance policies in any way related to this Agreement and secured and maintained by CONTRACTOR as required in this Article 5 shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against Owner, its members, managers, agencies, institutions, organizations, officers, agents, employees and volunteers. 5.12 OWNER shall be named as additional insured on the Commercial General Liability, Automobile Liability Insurance and Completed Operations Liability Insurance policies. 5.13 Contractor shall insert a clause containing the terms of section 5.3 and all its subparts in all contracts or sub -contracts, and all Subcontractors shall purchase and maintain the insurance on the terms and conditions as set forth herein. ARTICLE b — CONTRACTOR'S RE SPONSIB H, IT IE S SUPERVISION AND SUPERINTENDENCE: 9 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. CONTRACTOR shall not be 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 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. 6.2.1 CONTRACTOR shall maintain and deliver to OWNER a daily job report of Work performed, notable events and incidents, weather conditions, Subcontractor's performance, any deficiencies (and the corrective actions taken), delays, and other information that OWNER may reasonably request. 6.2.2 CONTRACTOR will participate in meetings with OWNER at a specific date, time and place established by OWNER, and to deliver all attending parties current reports on the following items: progress payment requests; requests for information -current log; change requests- current log; submittals- current log; change orders- current list; claims- pending claims, notices of claims and any plans to file claims, if applicable, project progress report, job problems and quality control review. 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. Except in connection with the safety or protection of persons, or the Work, or property at the site or adjacent thereto, and except as otherwise indicated in the supplementary conditions, if any, all Work at the site shall be performed during regular working hours and CONTRACTOR will not permit overtime Work or the performance of Work on Saturday, Sunday, or any legal holiday without OWNER'S written consent given. 6.4 Intentionally Omitted. 6.5 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. 6.6 All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by OWNER, CONTRACTOR shall furnish satisfactory evidence (including reports of required test) as to the kind and quality of materials and equipment. 10 6.7 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. 6.8 CONTRACTOR shall replace supervision personnel as -needed based upon OWNER's assessment that the Project is not adequately staffed or the Work is not progressing adequately. 6.9 CONTRACTOR shall at all times maintain a full-time management and supervisory staff of competent persons at the Project site to coordinate and provide general direction of the Work and progress of subcontractors on the Project. 6.10 CONTRACTOR agrees that only competent and skilled workmen who satisfactorily perform their duties shall be employed on the Project and CONTRACTOR shall ensure that there are an adequate and competent supply of skilled workmen and materials as necessary to carry out the Work on a continuous basis. EQUIVALENT MATERIALS AND EQUIPMENT: 6.11 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 OWNER if sufficient information is submitted by CONTRACTOR to OWNER to determine that the material or equipment proposed is equivalent to that named. The procedure for review by OWNER will be as set forth in paragraphs 6. 11.1 and 6.11.2 below. 6.11.1 Requests for review of substitute items of material and equipment will not be accepted by OWNER 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 OWNER 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 to 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 OWNER in evaluating the proposed substitute. OWNER may require CONTRACTOR to furnish, at CONTRACTOR'S expense, additional data about the proposed substitute. OWNER will be the sole judge of acceptability, and no substitute will be ordered or installed without OWNER'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. 6.11.2 OWNER will record time required by OWNER'S consultants in evaluating substitutions proposed by CONTRACTOR and in making changes in the drawings or specifications t occasioned thereby, whether or not OWNER accepts a proposed substitute. CONTRACTOR shall reimburse OWNER for the charges of OWNER'S consultants for evaluating any proposed substitute. CONCERNING SUBCONTRACTORS: 6.12 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 may have reasonable objection. A Subcontractor or other person or organization identified in writing to OWNER by CONTRACTOR prior to the Notice of Award, and not objected to in writing by OWNER prior to the Notice of Award, will be deemed acceptable to OWNER. Acceptance of any Subcontractor, other person or organization by OWNER shall not constitute a waiver of any right of OWNER to reject defective work. If OWNER, after due investigation, has reasonable objection to any Subcontractor, or other person or organization proposed by CONTRACTOR after the 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. 6.13 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 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 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 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. 6.14 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. 6.15 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. 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. PATENT FEES AND ROYALTIES: 6.16 CONTRACTOR shall pay all license fees and royalties, and assume all costs incident to the use in the performance of the Work, or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work, and if to the actual knowledge of OWNER its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to 12 others, the existence of such rights shall be disclosed by OWNER in the Contract Documents. CONTRACTOR shall indemnify and hold harmless OWNER and anyone directly or indirectly employed by either of them from and against all claims, damages, losses, and expenses (including attorney's fees) arising out of any infringement of patent rights or copyrights incident to the use in the performance of the Work, or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents, and shall defend all such claims in connection with any alleged infringement of such rights. 1:20:3LVA f lVI 6.17 Unless otherwise provided in the Contract Documents, CONTRACTOR shall obtain and pay for all construction permits and licenses except the OWNER will pay for the Eagle County Grading Permit. CONTRACTOR shall obtain and pay for Eagle County 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 Proposals. 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: 6.18 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 OWNER 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 OWNER, 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. TAXES: 6.19 CONTRACTOR shall pay all sales, consumer, use, and other similar taxes required to be paid by him in accordance with the law of the place of the Project. OWNER of this Project is Tax Exempt. USE OF PREMISES: 6.20 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. 6.21 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. 13 6.22 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. 6.23 CONTRACTOR shall be responsible for removing all water and or mud interfering with the Work. 6.24 CONTRACTOR shall perform the Work so as not to interfere with or disrupt the business operations of any adjacent businesses. 6.25 Intentionally Omitted. 6.26 CONTRACTOR will locate all underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any easements containing such facilities, including those that convey electricity, gasses, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems which shall collectively be known as the "Underground Facilities" prior to perfonning the Work. Unless it is otherwise expressly provided in the Contract Documents; 6.26.1 OWNER shall not be responsible for providing any information to CONTRACTOR regarding the Underground Facilities; and 6.26.2 The cost of all of the following will be included in the Contract Price, and CONTRACTOR shall have full responsibility for: a. Locating all Underground Facilities b. Coordination of the Work with the owners of such Underground Facilities, including OWNER, during construction; and the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. RECORD DOCUMENTS: 6.27 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 OWNER for examination and shall be delivered to OWNER upon completion of the Work. SAFETY AND PROTECTION: 6.28 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: 6.28.1 all employees and subcontractors on the Work and other persons who may be affected thereby, 14 6.28.2 all the work and all materials or equipment to be incorporated therein, whether in storage on or off the site, and 6.28.3 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 6.28.2 or 6.28.3 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 solely to the acts or omissions of OWNER). 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 OWNER has issued a notice to CONTRACTOR, in accordance with paragraph 14.13, that the Work is acceptable. 6.29 CONTRACTOR shall designate a responsible member of his organization at the site whose duty shall be the prevention of accidents. This person shall be CONTRACTOR'S superintendent, unless otherwise designated in writing by CONTRACTOR to OWNER. EMERGENCIES: 6.30 In emergencies affecting the safety or protection of persons, or the Work, or property at the site or adjacent thereto, CONTRACTOR, without special instruction or authorization from OWNER, is obligated to act to prevent threatened damage, injury, or loss. CONTRACTOR shall give OWNER prompt written notice of any significant changes in the Work, or deviations from the Contract Documents caused thereby. SHOP DRAWINGS AND SAMPLES: 6.31 Intentionally Omitted. 6.32 Intentionally Omitted. 6.33 At the time of each submission, CONTRACTOR shall, in writing, call OWNER's attention to any deviations that the shop drawings or samples may have from the requirements of the Contract Documents. 6.34 OWNER will review and approve, with reasonable promptness, shop drawings and samples, OWNER's review and approval shall be only for conformance with the design concept of the Project, and for compliance with the information given in the Contract Documents, and shall not extend to means, methods, sequences, techniques, or procedures of construction, or to safety precautions of programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. CONTRACTOR shall make any corrections required OWNER, and shall return the required number of corrected copies of shop drawings, and resubmit new samples for review and approval. CONTRACTOR shall direct specific attention in writing to revisions other than the corrections called for by OWNER on 15 previous submittals. CONTRACTOR'S stamp of approval on any shop drawing or sample shall constitute a representation to OWNER that CONTRACTOR has either determined and verified all quantities, dimensions, field construction criteria, materials catalog numbers, and similar data, or assumes full responsibility for doing so, and that CONTRACTOR has reviewed or coordinated each Shop Drawing or sample with the requirements of the Work and the Contract Documents. 6.35 Intentionally Omitted. 6.36 OWNER's review and approval samples shall not relieve CONTRACTOR from responsibility for any deviations from the Contract Documents unless CONTRACTOR has, in writing, called OWNER's attention to such deviation at the time of submission, and OWNER has given written concurrence and approval to the specific deviation, nor shall any concurrence or approval by OWNER relive CONTRACTOR from responsibility for errors or omissions in the Shop Drawings. CONTINUING THE WORK: 6.37 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. INDEMNIFICATION: 6.38 To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold harmless OWNER, and their officials, agents and employees, from and against all claims, damages, liabilities, losses, and expenses including, but not limited to, attorney's fees and costs arising out of, or resulting from, the performance or non-performance of the Work, and including, but not limited to, claims, damages, liabilities, losses, or expenses 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. Nothing in the contract shall be interpreted that the OWNER waives its sovereign immunity granted under Colorado Governmental Immunity Act if applicable or other applicable law. 6.39 In any and all claims against OWNER, 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 6.38 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. 6.40 The obligations of CONTRACTOR under paragraph 6.38 shall not extend to the liability of OWNER, his agents, or employees arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, or specifications. ARTICLE 7 — WORK BY OTHERS 16 7.1 OWNER may perform additional Work related to the Project by himself, or have additional work performed by utility service companies, or let other direct contracts therefore which shall contain general conditions similar to these. CONTRACTOR shall afford the utility service companies and the other contractors who are parties to such direct contracts (or OWNER, if OWNER is performing the additional work with OWNER'S employees) reasonable opportunity for the introduction and storage of materials and equipment, and the execution of work, and shall properly connect and coordinate his work with theirs. 7.2 If any part of CONTRACTOR'S Work depends, for proper execution or results, upon the Work of any such other contractor or utility service company (or OWNER), CONTRACTOR shall inspect and promptly report to OWNER in writing any patent or apparent defects or deficiencies in such Work that render it unsuitable for such proper execution and results. CONTRACTOR'S failure to so report shall constitute an acceptance of the other Work as fit and proper for integration with CONTRACTOR'S Work, except for latent or non -apparent defects and deficiencies in the other Work. 7.3 CONTRACTOR shall do all cutting, fitting, and patching of his Work that may be required to make its several parts come together properly and integrate with such other Work. CONTRACTOR shall not endanger any work of others by cutting, excavating, or otherwise altering their work, and will only cut or alter their work with the written consent of OWNER and the others whose work will be affected. 7.4 If the performance of additional work by other contractors or utility service companies or OWNER was not noted in the Contract Documents, written notice thereof shall be given to CONTRACTOR prior to starting any such additional work. If CONTRACTOR believes that the performance of such additional work by OWNER or others involves additional expense to CONTRACTOR, or requires an extension of the Contract Time, CONTRACTOR may make a claim therefore as provided in Articles 11 and 12. ARTICLE 8 — OWNER'S RESPONSIBILITIES 8.1 OWNER shall issue communications to CONTRACTOR. 8.2 Intentionally Omitted. 8.3 OWNER and all of its employees and agents shall have the right to full access and use of the Project site. Such use shall not constitute acceptance of the Work or any part thereof, or waive any of OWNER'S rights or remedies under the Contract Documents. ARTICLE 9 — OWNER'S STATUS DURING CONSTRUCTION OWNER'S REPRESENTATIVE: 9.1 The duties and responsibilities and the limitations of authority of OWNER'S representative during construction are set forth in the Contract Documents, and shall not be extended without written consent of OWNER. VISITS TO SITE: 17 9.2 OWNER will make visits to the site at intervals appropriate to the various stages of constriction 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. OWNER will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On-site inspection efforts will be directed toward providing for OWNER a greater degree of confidence that the completed Work will conform to the Contract Documents. CLARIFICATIONS AND INTERPRETATIONS: 9.3 OWNER will issue, with reasonable promptness, such written clarifications or interpretations of the Contract Documents (in the form of drawings or otherwise) as OWNER may determine necessary, which shall be consistent with, or reasonably inferable from, the overall intent of the Contract Documents. If CONTRACTOR believes that a written clarification or interpretation justifies an increase in the Contract Price or Contract Time, CONTRACTOR may make a claim therefore, as provided in Article 11 or Article 12. REJECTING DEFECTIVE WORK: 9.4 OWNER 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. SHOP DRAWINGS, CHANGE ORDERS, AND PAYMENTS: 9.5 In connection with OWNER'S responsibility for Shop Drawings and samples, see paragraphs 6.33 through 6.37 inclusive. 9.6 In connection with OWNER'S responsibilities as to Change Orders see Articles 10, 11, and 12. 9.7 In connection with OWNER'S responsibilities in respect to applications for payment, etc., see Article 14. PROJECT REPRESENTATION: 9.8 Intentionally Omitted. DECISIONS ON DISAGREEMENTS: 9.9 OWNER will be the initial interpreter of the requirements of the Contract Documents concerning 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 OWNER in writing with a request for a formal decision which OWNER will render in writing within a reasonable time. The final decision concerning any claim, dispute or other matter relating to acceptability of the Work or interpretation of the requirements of the Contract Documents pertahiiiig to the execution and progress of the Work shall be OWNER'S. LIMITATIONS ON OWNER'S RESPONSIBILITIES: 18 9.10 OWNER's authority to act under this Article 9, or elsewhere in the Contract Documents, nor any decision made by OWNER in good faith either to exercise or not exercise such authority shall give rise to any duty or responsibility of OWNER to CONTRACTOR, any Subcontractor, any manufacturer, fabricator, supplier, or distributor, or any of their agents or employees, or any other person performing any of the Work. 9.11 Whenever, in the Contract Documents, the terms "as ordered", "as directed", "as required", "as allowed", or terms of like effector import are used, or the adjectives "reasonable", "suitable", "acceptable", "proper", or "satisfactory", or adjectives of like effector import are used to describe requirement, direction, review, or judgment of OWNER as to the Work, it is intended that such requirement direction, review, or judgment will be solely to evaluate the Work for compliance with the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective never indicates that OWNER shall have authority to supervise or direct performance of the Work, or authority to undertake responsibility contrary to the provisions of paragraphs 9.12 or 9.13.. 9.12 OWNER will not be responsible for CONTRACTOR'S means, methods, techniques, sequences or procedures of construction, or the safety precautions and programs incident thereto, and OWNER will not be responsible for CONTRACTOR'S failure to perform the Work in accordance with the Contract Documents. 9.13 OWNER will not be responsible for the acts or omissions of CONTRACTOR, or of any Subcontractor, or of the agents or employees of any CONTRACTOR or Subcontractor, or of any other persons at the site or otherwise performing any of the Work. ARTICLE 10 — CHANGES IN THE WORK 10.1 Without invalidating the Agreement, OWNER may, at any time or from time to time, order additions, deletions, or revisions in the Work; these will be authorized by written change orders. Upon receipt of a change order, CONTRACTOR shall proceed with the Work involved. All such Work shall be executed under the applicable conditions of the Contract Documents. If any change order causes an increase or decrease in the Contract Price, or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Article 11 or Article 12 on the basis of a claim made by either party. 10.2 OWNER may authorize minor changes in the Work, not involving an adjustment in the Contract Price or the Contract Time, 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. If CONTRACTOR believes that a field order justifies an increase in the Contract Price or Contract Time, CONTRACTOR may make a claim therefore as provided in Article 11 or Article 12. 10.3 Additional Work performed without authorization of a change order will not entitle CONTRACTOR to an increase in the Contract Price, or an extension of the Contract Time, except in the case of an emergency as provided in paragraph 6.30, and except as provided in paragraph 13.9. 10.4 OWNER may execute appropriate change orders covering changes in the Work which are required by OWNER, or required because of unforeseen physical conditions or emergencies, or 19 because of uncovering Work found not to be defective, or as provided in paragraphs 11.10 or 11.11. 10.5 Intentionally Omitted. ARTICLE 11 — CHANGE OF CONTRACT PRICE 11.1 The Contract Price constitutes the total compensation (subject to authorized adjustments) payable to CONTRACTOR for performing the Work. All duties, responsibilities, and obligations assigned to or undertaken by CONTRACTOR shall be at his expense without change in the Contract Price. 11.2 The Contract Price may only be changed by a Change Order. Any claim for an increase in the Contract Price shall be based on written notice delivered to OWNER within seven (7) days of the occurrence of the event giving rise to the claim. Any change in the Contract Price resulting from any such claim shall first be approved by OWNER before being incorporated in a change order. 11.3 No change orders or other form of order or directive which requires additional compensable Work to be performed may be issued or be effective unless accompanied by a written assurance to the CONTRACTOR that lawful appropriations to cover the costs of the additional Work have been made. 11.4 The value of any Work covered by a change order, or of any claim for an increase or decrease in the Contract Price, shall be determined in one of the following ways: 11.4.1 Where the Work involved is covered by unit prices contained in the Contract Documents, by application of unit prices to the quantities of the items involved (subject to the provisions of paragraph 11.10). 11.4.2 By mutual acceptance of a lump sum. 11.4.3 On the basis of the Cost of the Work (determined as provided in paragraphs 11.5 and 11.6) plus a Contractor's Fee for overhead and profit as provided in paragraph 11.7. 11.4.4 Regardless of method for determining the value of any Work covered by a change order, the CONTRACTOR shall provide OWNER with written documentation concerning the claim, including but not limited to the specific reasons for the claim. 11.5 The term "Cost of the Work' means the sum of any and all costs necessarily incurred and paid by CONTRACTOR in the proper performance of the Work. Except as otherwise may be agreed to in writing by OWNER, such costs shall be in amounts no higher than those prevailing in the locality for the Project, shall include only the following items, and shall not include any of the costs itemized in paragraph 11.6: 11.5.1 Payroll costs for employees in the direct employ of CONTRACTOR on-site in the performance of the Work under schedules of job classifications agreed upon by OWNER and CONTRACTOR. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages, plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, worker's or workmen's compensation, health and retirement benefits, bonuses, sick KC leave, vacation and holiday pay applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing Work after regular working hours, or on Sunday or legal holidays, shall be included in the above only to the extent authorized by OWNER. 11.5.2 Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and manufacturers' field services required in connection therewith. All cash discounts shall accrue to CONTRACTOR unless OWNER deposits funds with CONTRACTOR with which to make payments, in which case, the cash discounts shall accrue to OWNER. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment shall accrue to OWNER, and CONTRACTOR shall make provisions so that they may be obtained. 11.5.3 Payments made by CONTRACTOR to the Subcontractors for Work performed by Subcontractors. If required by OWNER, CONTRACTOR shall obtain competitive bids from Subcontractors acceptable to CONTRACTOR, and shall deliver such bids to OWNER, who will then determine, which bids will be accepted. If a subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work, the Subcontractor's Cost of the Work plus a fee shall be determined in the same manner as CONTRACTOR'S Cost of the Work. All Subcontracts shall be subject to the other provisions of the Contract Documents insofar as applicable. 11.5.4 Supplemental costs including the following: 11.5.4.1 The proportion of necessary transportation, travel, and subsistence expenses of CONTRACTOR'S employees incurred in discharge of duties connected with the Work. 11.5.4.2 Cost, including transportation and maintenance, of all materials, supplies, equipment, machines, appliances, office and temporary facilities at the site, and hand tools not owned by the workmen, which are consumed in the performance of the Work, and cost less market value of such items used but not consumed which remain the property of CONTRACTOR. 11.5.4.3 Rentals of all construction equipment and machinery, and the parts thereof, whether rented from CONTRACTOR or others in accordance with rental agreements approved by OWNER, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof, all in accordance with terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work. 11.5.4.4 Intentionally Omitted. 11.5.4.5 Deposits lost for causes other than CONTRACTOR'S negligence, royalty payments, and fees for permits and licenses. 11.5.4.6 Intentionally Omitted. 11.5.4.7 Intentionally Omitted. 11.5.4.8 Intentionally Omitted. 21 11.5.4.9 Cost of premiums for additional bonds and insurance required because of changes in the Work. 11.6 The term "Cost of the Work' shall not include any of the following: 11.6.1 Payroll costs and other compensation of CONTRACTOR'S officers, executives, principals (of partnership and sole proprietorship), general managers, estimators, lawyers, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by CONTRACTOR whether at the site or in his principal or a branch office for general administration of the Work, and not specifically included in the agreed upon schedule of job classifications referred to in subparagraph 11.5.1. all of which are considered to be admiriistrative costs covered by the Contractor's Fee. 11-6.2 Expenses of CONTRACTOR'S principal and branch office, other than CONTRACTOR'S office at the site. 11.6.3 Any part of CONTRACTOR'S capital expenses including interest on CONTRACTOR'S capital employed for the Work, and charges against CONTRACTOR for delinquent payments. 11.6.4 Cost of premiums for all bonds and for all insurance whether or not CONTRACTOR is required by the Contract Documents to purchase and maintain the same (except for additional bonds and insurance required because of changes in the Work). 11.6.5 Costs due to the negligent performance or non-performance of CONTRACTOR, any subcontractor, or anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable, including, but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 11.6.6 Other overhead or general expense costs of any kind, and the costs of any item not specifically and expressly included in paragraph 11.5. CONTRACTOR'S FEE: 11.7 The Contractor's Fee allowed to CONTRACTOR for overhead and profit shall be determined as follows: 11.7.1 A mutually acceptable fixed fee as provided in the SUPPLEMENTAL UNIT PRICING for CM/GC Overhead and Profit Fee. 11.7.2. No fee shall be payable on the basis of costs itemized under paragraphs 11.5.4 and 11.6. 11.8 The amount of credit to be allowed by CONTRACTOR to OWNER for any such change which results in a net decrease in cost will be the amount of the actual net decrease. When both additions and credits are involved in any one change, the combined adjustment to overhead and profit shall be figured on the basis of the net increase or decrease in allowable costs, if any. ADJUSTMENT OF UNIT QUANTITIES: P% 11.9 Whenever the cost of any Work is to be determined based upon unit price, CONTRACTOR will submit, in form acceptable to OWNER, an itemized cost breakdown together with supporting data. 11.10 Where the quantity of Work with respect to any item that is covered by a unit price differs materially and significantly from the quantity of such Work indicated in the Contract Documents, an appropriate change order (additive or deductive) may be issued on recommendation of OWNER. In no event will the unit price bid by CONTRACTOR be modified, but the quantity of any item may be increased or decreased as set forth herein. Notwithstanding the foregoing, in no event will the change modify the not to exceed the Contract Price or otherwise be modified without a change order approved by OWNER in writing. CASH ALLOWANCES: 11.11 It is understood that CONTRACTOR has included in the Contract Price all allowances so named in the Contract Documents, and shall cause the Work so covered to be done by such Subcontractors, manufacturers, fabricators, suppliers, or distributors, and for such sums within the limit of the allowances as may be acceptable to OWNER. Upon final payment, the Contract Price shall be adjusted as required, and an appropriate change order issued. CONTRACTOR agrees that the original Contract Price includes such sums as CONTRACTOR deems proper for costs and profit on account of cash allowances. No demand for additional cost or profit in connection therewith will be valid. ARTICLE 12 — CHANGE OF THE CONTRACT TIME 12.1 The Contract Time may only be changed by a change order. Any claim for an extension in the Contract Time shall be based on written notice delivered to OWNER within seven (7) days of the occurrence of the event giving rise to the claim. Any change in the Contract Time resulting from any such claim shall be incorporated in a change order. 12.2 All time limits stated in the Contract Documents are of the essence of the Agreement. The provisions of Articles 11 and 12 are CONTRACTOR'S sole remedies for delay by any cause whatsoever, including acts of OWNER. ARTICLE 13 — WARRANTY AND GUARANTEE; TESTS AND INSPECTION; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.1 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. All defective Work, whether or not in place, may be rejected, corrected, or accepted as provided in this Article 13. Further, CONTRACTOR warrants to OWNER that (i) materials and equipment furnished under the Contract Documents shall be of highest quality and new unless otherwise required or permitted by the Contract Documents; (ii) the Work shall be free from defects and deficiencies; (iii) the Work shall conform to the requirements of the Contract Documents, applicable laws and applicable permits; and (iv) the Work shall be performed in a good and workman like manner. All guarantees and warranties of equipment or materials furnished to CONTRACTOR or any subcontractor(s) by any manufacturer or supplier shall be for the benefit of OWNER. CONTRACTOR does hereby covenant, warrant and agree 23 that it shall repair or replace any and all of the Work, together with other Work which may be displaced by such repair or replacement, without any cost to OWNER for a period of eight (8) years following the date of Substantial Completion of the Work. This obligation shall survive both final payment for the Work or designated portion thereof and termination of this Agreement. ACCESS TO WORK: 13.2 OWNER, 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: 13.3 CONTRACTOR shall give OWNER timely notice of readiness of Work for all required inspections, tests or approvals. 13.4 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 OWNER 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 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). 13.5 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. 13.6 If any Work that is to be inspected, tested, or approved is covered without written concurrence of OWNER, it must, if requested by OWNER, be uncovered for observation. Such uncovering shall be at CONTRACTOR'S expense, unless CONTRACTOR has given OWNER timely notice of CONTRACTOR'S intention to cover such Work and OWNER has not acted with reasonable promptness in response to such notice. 13.7 Neither observations by OWNER nor inspections, tests, or approvals by others shall relieve CONTRACTOR from his obligations to perform the Work in accordance with the Contract Documents. UNCOVERING WORK: 13.8 If any Work is covered contrary to the written request of OWNER, it must, if requested by OWNER, be uncovered for OWNER's observation and replaced at CONTRACTOR'S expense. 13.9 If OWNER considers it necessary or advisable that covered Work be observed by OWNER, or inspected or tested by others, CONTRACTOR, at OWNER's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as OWNER may require, that portion of the Work in question, furnish all necessary labor, material, and equipment. If it is 24 found that such Work is defective, CONTRACTOR shall bear all the expenses of such uncovering, exposure, observation, inspection, and testing of satisfactory reconstruction, including compensation for additional professional services, and an appropriate deductive change order shall be issued. If, however, such Work is not found to be defective, CONTRACTOR shall be allowed an increase in the Contract Price, or an extension of the Contract Time, or both, directly attributable to such uncovering, exposure, observation, inspection, testing, and reconstruction. OWNER MAY STOP THE WORK: 13.10 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. CORRECTION OR REMOVAL OF DEFECTIVE WORK - 13. It ORK: 13.11 If required by OWNER, CONTRACTOR shall promptly, without cost to OWNER and as specified by OWNER, either correct any defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by OWNER, remove it from the site and replace it with non -defective Work in a manner acceptable to the OWNER. TWO YEAR CORRECTION PERIOD: 13.12 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 non -defective Work. If CONTRACTOR does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, 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: 13.13 If, instead of requiring correction or removal and replacement of defective Work, OWNER prefers to accept it, OWNER may do so. In such case, if acceptance occurs prior to OWNER'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: 13.14 If CONTRACTOR fails, within a reasonable time after written notice of OWNER, to proceed to correct defective Work, or to remove and replace rejected Work as required by OWNER in accordance with paragraph 13.11, or if CONTRACTOR fails to perform the Work in accordance PQ 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 OWNER, 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. ARTICLE 14 — PAYMENTS TO CONTRACTOR AND COMPLETION SCHEDULES: 14.1 At least ten days prior to submitting the first application for a progress payment, CONTRACTOR shall (except as otherwise specified in the general requirements) submit to OWNER a progress schedule, a final schedule of Shop Drawing submissions, and, where applicable, a schedule of values of the Work. These schedules shall be satisfactory in form and substance to OWNER. The schedule of values shall include quantities and unit prices aggregating the Contract Price, and shall subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Upon acceptance of the schedule of values by OWNER, it shall be incorporated into a form of application for payment acceptable to OWNER. APPLICATION FOR PROGRESS PAYMENT: 14.2 At least ten days before each progress payment falls due (but not more often than once a month), CONTRACTOR shall submit to OWNER for review 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 is required by the Contract Documents, and also as OWNER may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the Work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to OWNER, as will establish OWNER'S title to the material and equipment, and protect OWNER'S interest therein, including applicable insurance. Each subsequent application for payment shall include an affidavit of CONTRACTOR stating that all previous progress payments received on account of the Work have been applied to discharge in full all of CONTRACTOR'S obligations reflected in prior applications for payment. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. 26 CONTRACTOR'S WARRANTY OF TITLE: 14.3 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 (hereafter in these General Conditions referred to as "Liens"). REVIEW OF APPLICATIONS FOR PROGRESS PAYMENT: 14.4 OWNER will, within ten days after receipt of each application for payment, either indicate in writing a recommendation of payment and present the application to OWNER, or return the application to CONTRACTOR indicating in writing OWNER'S 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 presentation to him of the application for payment with OWNER'S recommendation, pay CONTRACTOR the amount recommended. 14.5 OWNER'S recommendation of any payment requested in an application for payment will constitute a representation by OWNER that, based on OWNER'S on-site observations of the Work in progress OWNER'S review of the application for payment, and the accompanying data and schedules, the Work has progressed to the point indicated; that, to the best of OWNER'S knowledge, information, and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning Project upon substantial completion, and to the results of any subsequent tests called for in the Contract Documents and any qualifications stated in the recommendation); and, that CONTRACTOR is entitled to payment of the amount recommended. However, by recommending any such payment, -OWNER will not thereby be deemed to have represented that exhaustive or continuous on-site inspections have been made to check the quality or the quantity of Work, or that the means, methods, techniques, sequences, and procedures of construction have been reviewed, or that any examination has been made to ascertain how or for what purpose CONTRACTOR has used the monies paid or to be paid to CONTRACTOR on account of the Contract Price, or that title to any Work, materials, or equipment has passed to OWNER free and clear of any Liens. 14.6 OWNER'S recommendation of final payment will constitute representation by OWNER that the conditions precedent to CONTRACTOR'S being entitled to final payment as set forth in paragraph 14.13 have been fulfilled. 14.7 OWNER may refuse to recommend the whole, or any part of any payment. He may also refuse to recommend any such payment, or, because of subsequently discovered evidence, or the results of subsequent inspections or tests, nullify any such payment previously recommended to such extent as may be necessary to protect OWNER from loss because: 14.7.1 the work is defective, or completed Work has been damaged requiring correction or replacement, 14.7.2 written claims have been made against OWNER, or liens have been filed in connection with the Work, 14.7.3 the Contract Price has been reduced because of Modifications, 27 14.7.4 OWNER has been required to correct defective Work, or complete the Work in accordance with paragraph 13.14, 14.7.5 of CONTRACTOR'S unsatisfactory prosecution of the Work in accordance with the Contract Documents, or 14.7.6 CONTRACTOR'S failure to make payment to Subcontractors, or for labor, materials, or equipment. SUBSTANTIAL COMPLETION: 14.8 When CONTRACTOR considers the entire Work ready for its intended use, CONTRACTOR shall, in writing to OWNER, certify that the entire Work is substantially complete, and request that OWNER issue a certificate of substantial completion. Within a reasonable time thereafter, OWNER and CONTRACTOR, shall make an inspection of the Work to determine the status of completion. If OWNER does not consider the Work substantially complete, OWNER will notify CONTRACTOR in writing giving his reasons therefor. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment 14.9 OWNER shall have the right to exclude CONTRACTOR from the Work after the date of substantial completion, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. PARTIAL UTILIZATION: 14.10 Use by OWNER of completed portions of the Work may be accomplished prior to substantial completion of all the Work subject to the following: 14.10.1 OWNER, at any time, may request CONTRACTOR in writing to permit OWNER to use any part of the Work which OWNER believes to be substantially complete and which may be so used without significant interference with construction of the other parts of the Work. If CONTRACTOR agrees, CONTRACTOR will certify to OWNER that said part of the Work is substantially complete, and request OWNER to issue a certificate of substantial completion for that part of the Work. Within a reasonable time thereafter, OWNER and CONTRACTOR shall make an inspection of that part of the Work to determine its status of completion. If OWNER considers that part of the Work to be substantially complete, OWNER will execute, and deliver to CONTRACTOR, a certificate to that effect, fixing the date of substantial completion as to that part of the Work, attaching thereto a tentative list of items to be completed or corrected before final payment. Prior to issuing a certificate of substantial completion as to part of the Work, OWNER will deliver to CONTRACTOR a written recommendation as to the division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, utilities, and insurance for that part of the Work which shall become binding upon OWNER and CONTRACTOR at the time of issuing the definitive certificate of substantial completion as to that part of the Work, unless OWNER and CONTRACTOR shall have otherwise agreed in writing. OWNER shall have the right to exclude CONTRACTOR from any part of the Work which has so certified to be substantially complete, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. 28 14.10.2 In lieu of the issuance of a certificate of substantial completion as to part of the work, OWNER may take over operation of a facility constituting part of the Work, whether or not it is substantially complete, if such facility is functionally and separately usable; provided that prior to any such takeover, OWNER and CONTRACTOR have agreed as to the division of responsibilities between OWNER and CONTRACTOR for security, operation, safety, maintenance, correction period, heat, utilities, and insurance with respect to such facility. 14.10.3 No occupancy of part of the Work, or taking over of operations of a facility will be accomplished before the insurers providing the property insurance have acknowledged notice thereof and in writing effected any changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies, but the property insurance shall not be cancelled or permitted to lapse on account of any such partial use or occupancy. FINAL INSPECTION: 14.11 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. FINAL APPLICATION FOR PAYMENT: 14.12 After CONTRACTOR has completed all such corrections to the satisfaction of OWNER, and delivered all maintenance and operating instructions, schedules, guarantees, bonds, warranties, certificates of inspection, marked -up record documents, two (2) complete bound sets and one (1) in pdf format of required operations and maintenance manuals and instructions, one (1) set of as built drawings in pdf format, to the extent not already furnished, one (1) copy of all corrected Shop Drawings, satisfactory evidence that all payroll, material bills and other indebtedness with the Work have been paid or otherwise satisfied, consent of surety to final payment and other documents, all as required by the Contract Documents, and after OWNER has indicated that the Work is acceptable (subject to the provisions of paragraph 14.14), 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. Payment shall be processed in accordance with C.R.S. 24-91-103 and C.R.S. 38-2b-107. Notwithstanding the foregoing, CONTRACTOR will provide complete and legally effective lien releases or waivers satisfactory to OWNER. In lieu thereof, and as approved by OWNER, CONTRACTOR may furnish receipts or releases in full; an affidavit of CONTRACTOR that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the Work, for which OWNER or his property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, CONTRACTOR may furnish a bond or other collateral satisfactory to OWNER to indemnify OWNER. 29 14.13 If, on the basis of OWNER'S observation of the Work during construction and final inspection, and OWNER'S review of the final application for payment and accompanying documentation, all as required by Contract Documents, OWNER is satisfied that the Work has been completed and CONTRACTOR has fulfilled all of his obligations under the Contract Documents OWNER will accept the final application for payment. Otherwise, -OWNER 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, after receipt thereof, pay CONTRACTOR in accordance with the payment procedures set forth in the Agreement, the amount recommended by OWNER. CONTRACTOR'S CONTINUING OBLIGATION: 14.14 CONTRACTOR'S obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. Neither recommendation of any progress or final payment by OWNER, nor the issuance of a certificate of substantial completion, nor any 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 the issuance of a notice of acceptability by OWNER pursuant to paragraph 14.13, 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. WAIVER OF CLAIMS: 14.15 The making and acceptance of final payment shall constitute: 14.15.1 a waiver of all claims by OWNER against CONTRACTOR, except claims arising from unsettled liens, from defective Work appearing after final inspection pursuant to paragraph 14.11, or from failure to comply with the Contract Documents or the terms of any special guarantees specified therein; however, it shall not constitute a waiver by OWNER of any rights in respect of CONTRACTOR'S continuing obligations under the Contract Documents; and 14.15.2 a waiver of all claims by CONTRACTOR against OWNER other than those previously made in writing and still unsettled. ARTICLE 15 — SUSPENSION OF WORK AND TERMINATION OWNER MAY SUSPEND WORK: 15.1 OWNER may, at any time and without cause, suspend the Work, or any portion thereof, for a period of not more than ninety days, by notice in writing to CONTRACTOR which shall fix the date on which Work shall be resumed. CONTRACTOR shall resume the Work on the date so fixed. CONTRACTOR may, at the OWNER'S sole discretion, be allowed an increase in the Contract Price, or an extension of the Contract Time, or both, directly attributable to any suspension, if he makes a claim therefor as provided in Articles 11 and 12. 15.2 Upon the occurrence of any one or more of the following events: 30 15.2.1 if CONTRACTOR is adjudged bankrupt or insolvent, 15.2.2 if CONTRACTOR makes a general assignment for the benefit of creditors, 15.2.3 if a trustee or receiver is appointed for CONTRACTOR or for any of CONTRACTOR'S Property, 15.2.4 if CONTRACTOR files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, 15.2.5 if CONTRACTOR repeatedly fails to supply sufficient skilled workmen, or suitable materials or equipment, 15.2.6 if CONTRACTOR repeatedly fails to make prompt payments to Subcontractors, or for labor, materials, or equipment, 15.2.7 if CONTRACTOR disregards laws, ordinances, rules, regulations, or orders of any public body having jurisdiction, 15.2.8 if CONTRACTOR disregards the authority of OWNER, or 15.2.9 if CONTRACTOR otherwise violates, in any substantial way, any provisions of the Contract Documents, OWNER may, after giving CONTRACTOR and his surety seven days written notice, terminate the services of CONTRACTOR, exclude CONTRACTOR from the site, and take possession of the Work and of all CONTRACTOR'S tools, appliances, construction equipment, and machinery at the site, and use the same to the full extent they could be used by CONTRACTOR (without liability to CONTRACTOR for trespass or conversion), incorporate in the Work all materials and equipment stored at the site, or for which OWNER has paid CONTRACTOR but which are stored elsewhere, and finish the Work as OWNER may deem expedient. In such case, CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct and indirect costs of completing the Work, including compensation for additional professional services, such excess shall be paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay the difference to OWNER. Such costs incurred by OWNER shall be verified by OWNER and incorporated in a change order, but in finishing the Work, OWNER shall not be required to obtain the lowest figure for the Work performed. 15.3 Where CONTRACTOR'S services have been so terminated by OWNER, the termination shall not affect any rights of OWNER against CONTRACTOR then existing, or which may thereafter accrue. Any retention or payment of monies due CONTRACTOR by OWNER will not release CONTRACTOR from liability. 15.4 Upon seven days written notice to CONTRACTOR and OWNER may, without cause and without prejudice to any other right or remedy, terminate the Agreement. In such case, CONTRACTOR shall be paid for all Work executed and expenses sustained through the date of termination. CONTRACTOR MAY STOP WORK OR TERMINATE: 31 15.5 If, through no act or fault of CONTRACTOR, the Work is suspended for a period of more than ninety days by OWNER, or under an order of court or other public authority, or OWNER fails to act on any application for payment within thirty days after it is submitted, or OWNER fails for thirty days to pay CONTRACTOR any sum finally determined to be due, then CONTRACTOR may, upon seven days written notice to OWNER, terminate the Agreement and recover from OWNER payment for all Work executed through the date of termination. ARTICLE lb — MISCELLANEOUS GIVING NOTICE: 16.1 Whenever any provision of the Contract Documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual, or to a member of the firm, or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. COMPUTATION OF TIME: 16.2 When any period of time is referred to in the Contract Documents by days, it shall be calendar days and be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday, or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation. GENERAL: 16.3 Should OWNER or CONTRACTOR suffer injury or damage to his person or property because of any error, omission or act of the other party or of any of the other party's employees or agents, or others for whose acts the other party is legally liable, claim shall be made in writing to the other party within a reasonable time of the first observances of such injury or damage. 16.4 The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto, and, in particular, but without limitation, the warranties, guarantees, and obligations imposed upon CONTRACTOR by paragraphs 6.38, 13.1, 13. 11, 13.14, 14.3, and 15.2, and all of the rights and remedies available to OWNER thereunder, shall be in addition to, and shall not be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by law or contract, by special warranty or guarantee, or by other provisions of this paragraph shall be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligations, right and remedy to which they apply. All representations, warranties, and guarantees made in the Contract Documents shall survive final payment and termination or completion of this Agreement. 32 March 28, 2016 (Revised May 12, 2016) (Revised February 3, 2017) Ron Siebert, Facilities Project Manager Eagle County Government 590 Broadway Eagle, CO 81631 P : 970-328-8880 ron.siebert@eaglecounty.us RE: Synthetic Turf Replacement Freedom Park Mr. Siebert, Hellas Construction, Inc. is pleased to provide this proposal for the above-mentioned project, with our scope of work included. Work in this proposal to be performed between July 10 and September 1, 2017. **Please note: This proposal does not provide for ANY contingency of existing poor soil conditions. General Conditions Hellas will: 1. Provide project Insurance, Supervision and Mobilization. 2. Provide construction surveying, orange safety fencing, layout and staking. 3. Provide, prior to construction, synthetic turf shop drawings. 4. Provide an updated monthly schedule. 5. Conduct a monthly construction site meeting. 6. Provide final punch -out and clean-up of the completed project. 7. Provide GMax testing after initial installation to be able to use as baseline in future years. Replacement of Synthetic Turf Hellas scope of work: 1. Regrade stone drainage material after all turf is removed (no purchase of stone drainage material or any grade changes anticipated for this process). Notes: Compaction testing agency must be selected and contracted directly with the Owner, Eagle County, if owner requires testing. Any repairs to unacceptable 12710 Research Boulevard SE8 Phone (512) 250-2910 Suite 240 H Fax (512) 250-1960 Austin, Texas 78759 a� AONS5bti�ANinfo@hellasconstructio 5% S N 1 L L $ a { INTEGRITY EXHIBIT5 WVVW.HELLASCONSTRUCTION.COM A a= Paget areas will be at an additional cost of $105 per ton. Hellas not responsible for any repair of existing underdrain system. 2. Provide and install four (4) soccer goal sleeves — not to exceed 6" in diameter. 3. Provide and install approximately 97,500.SF of Matrix&42 oz. synthetic turf system with the noted installation options: • Permanently installed 115 yards X 70 yard soccer markings in white turf. • Permanently installed girl's lacrosse markings in orange turf. • Permanently installed boy's lacrosse markings in blue turf. • All seams to be glued and turf locked ■ Proprietary "RealFill" (patent no. 6,800,339 132) installation of selectively graded aggregate and cuboidal "SBR" rubber • 1 tow -behind, ground -driven Hellas Clean SweepO Field Sweeper ■ 2 -hour owner care and maintenance orientation Provide 8 -year manufacturer warranty After synthetic turf installation is complete, Hellas will provide an operation and maintenance orientation for care of the turf field, and all of the supplied equipment quoted above. 3. Clean up as necessary to field and storage areas used by Hellas. Synthetic Turf Replacement Proposal: $130 398.00 This is the balance of the proposal price including amounts previously paid for turf and storage. CushDrainO 1. Provide and install 97,500 SF of 19mm (nominal thickness) CushDraine paved in-place shock attenuating pad on top of graded stone base material. CushDrain® Proposal: $187,840.00 Additive Alternate #1 — Existing Turf Removal Hellas will remove and legally dispose of ± 97,500 SF of existing synthetic turf and associated crumb rubber infill. Alternate #1 Add. $28,261.00 **Please deduct $7,000.00 from Alternate #1 price if Owner to maintain responsibility of the existing turf disposal. 12710 Research Boulevard Suite 240 Austin, Texas 78759 fff ►MfP���'� 3 K I <<$�apQHSSA���1{ INTF6AIiT Phone (512) 250-2910 Fax (512) 250-1960 info[7a hellasconstruction.corn VVM. HELLASCON STRUCTI 0N. COM a r � Page3 Additive Alternate #2 — Nailer Board 1. Hellas to remove and dispose of existing nailer; provide and install ±1,278 LF of composite 2" X 4" nailer for synthetic turf anchorage for $8.50 per LF. Alternate #2 Add: $90,863.00 ** Hellas will remove existing turf with caution as to minimize damage to the existing nailerl anchorage system, however the condition of the system is unknown at this time and we have provided the above alternate for information purposes only. Additive Alternate #3 — Payment & Performance Bonds 1. Hellas will provide payment and performance bonds Alternate #3 Add: $9,868.00 Protect Total lncludin_g All Alternates: $367,230.00 Note: All pricing provided is for purchase through NJPA; Contract #082114 (Effective Date 9117115). Exclusions (but not limited to): 1. Any item of work not explicitly listed above. 2. Prevailing wages are not included within this proposal. 3. Demolition work other than mentioned above. 4. Stabilization operations of any kind. 5. Any landscaping or grassing of the immediate surrounding areas. This does not include repair of areas damaged by construction. 6. Allowances or Contingencies. 7. Irrigation installation or repair. This does not include irrigation damaged by construction. 8. Electrical work. 9. Permits. 10. Engineering. 11. Any concrete work. 12. Fencing or fence repair. 13. Owner shall provide ingress/egress for ALL personnel, equipment and materials; typical construction traffic shall be expected for the duration of this contract. 12710 Research Boulevard Suite 240 Austin, Texas 78759 �p G4Nfq,� S0 ►IIEA�C� S K I L <R`SAOiYS{45INTEGRITY Phone (512) 250-2910 Fax (512) 250-1960 info@hellasconstruction.com WWW. H ELLASCONSTRUCTI ON.COM a= Page4 Notwithstanding anything to the contrary in any of the Contract documents, under no circumstances shall the Performance bonds, maintenance bonds or the obligations of the Surety be liable for any warranty obligations that exceed 2 years from the date of final payment as defined in the Contract documents. Please contact this office should you have any questions regarding this proposal. Hellas Construction, Inc. looks forward to the award of this project and is eager to work with you. Sincerely, dackAdams VP Estimating Hellas Construction, Inc. Cc.Job File 12710 Research Boulevard Suite 240 Austin, Texas 78759 SKILL DF MEA16. �FSAGN516tL 1; IHiC011 kTY Phone (512) 2 50-2 910 Fax (512) 250-1960 info@hellasconstruction.com V1VVVVV. H E LLASCONSTR U CTI ON . COM a� C N � v 5 � C CD 00 L� CG TI Z 71 N _ coM m 111 >v r � v rn cr, a w ru -s C z N G7 y cnn��cnu)n (n m m QQzomo �1 m Xz6mzx a m z Cf)m m x r -n mn[Qn0z �] �CL zCf) zQm-,> a v G)m��v Z O o >Q m N n -<c Z a y C) --A r G] 0 �V cl) 0 �z � z CL Rz v v x a m Efj[n FREEDOM PARK SYNTHETIC TURF FIELD Edwards, Colorado CAM YAY 10, 1011 ISSUE: FROMUL sxEEfx x or r POLE LAY DAC"CN PANEL TYPE A _ PANEL TYPE 3 PANEL TYPE C PANEL TYPE C PANEL TYPE C PANEL TYPE C PANEL TYPE C m r �f Ru � m a m PANEL TYPE C m x PANEL TYPE C ZZc m PANEL TYPE C m y 'u PANEL TYPE C . 13. PANEL TYPE C N PANEL TYPE C 3R7 ' 0 S PANEL TYPE 0 + PANEL TYPE C ..--:ti .+%�`---- n i N PANEL TYPE C PANEL TYPE C ro ro €6 � r PANEL TYPE C m a 5 yy PANEL TYPE C y y a� ri1 c 4 z ra. PANEL TYPE C t t nt r� v PANEL TYPE C — � m N PANEL TYPE C w -�� �• rw PANEL TYPE C + PANEL TYPE E 5' PANEL TYPE F PANEL TYPE C - � x�v urr or TUAr J M N o poptp R � FREEDOM PARK SYNTHETIC TURF FIELD Edwards, Colorado CAM YAY 10, 1011 ISSUE: FROMUL sxEEfx x or FREEDOM PARK _ SYNTHETIC TURF FIELD � ■� Edwards, Colorado W8IEl2 kk �|19 .E� ,R§�=`i |�§��`��§ | /|k 7In w a,OF � n m , 14,OUTSIDE TO OUTSIDE - � % O � E kk |§ q ■g )� ma g |If!ƒ! ! '#){ 7$� FREEDOM PARK _ SYNTHETIC TURF FIELD � ■� Edwards, Colorado FREEDOM PARK a SYNTHETIC TURF FIELD � ■ � Edwards, Colorado '« §/§ ; « &,� k�) § k , k B � ru' 'J Jul 9 sruir of WSME ro FREEDOM PARK SYNTHETIC TURF FIELD Edwards, Colorado - 7AlE YAC 1v, Yv16 Imu FRO!Ma! s11FEn 5 Oi 6 FREEDOM PARK SYNTHETIC TURF FIELD Edwards, Colorado 0 0 m z a �m z N N T 0 0 � � P v x � FREEDOM PARK SYNTHETIC TURF FIELD Edwards, Colorado SEAMING DETAIL .R SYNTHETIC TURF FIELD r s� Dun N MNEE E, 201E rssuE: •Rososu sxEni i OS i rFf a � N y rn n � C �zo rl Ln N F-E Aa v �-1 6 v �x a 3 �n FM �r N Tl � LS r r mrn❑ r eN rpi O> �a m a n x SEAMING DETAIL .R SYNTHETIC TURF FIELD r s� Dun N MNEE E, 201E rssuE: •Rososu sxEni i OS i STAKED NAILER DETAIL SYNTHETIC TURF FIELD .. matrixTURF UM WAYS. HIG Issues; PROPOSAL SHEET: 1 OF 1 A y� nl W -i �� n„n oz za . ��� n o moa r �rX Ox -X- o .������������� �Q�� m rnii�ii��i: ����i� �° �W 00 %������i��� °Lo 0 rn n coK mx C) —0 F-- Cn nn Fri Fri a � _n z F- r— STAKED NAILER DETAIL SYNTHETIC TURF FIELD .. matrixTURF UM WAYS. HIG Issues; PROPOSAL SHEET: 1 OF 1 ACC)REY CERTIFICATE OF LIABILITY INSURANCE D04/0612D17IDDIY D41Ds THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the Certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement On this Certificate does not canter rights to the Certificate holder In lieu of such endorsement(s)I. PRODUCER1-214-363-4433 Holmes Murphy a Aesociate8 CONTACT Jessica Potts NAME: PHONE -872-8039 T AIDC No: ADDRESS. I po t ta0holme amurphy. a om 12712 Park Central >}r., Suite 100 INSURERS AFFORDING COVERAGE NAIC* Dallas, TX 75251 INSURERA: OLD REPUBLIC GEN INS CORP 24139 INSURERS: ASPEN AMER THS Ca 43460 INSURED Hellas Construction, Inc. INSURER C: TEXAS MDT INS CO 22945 INSURER O: ARGONAUT INS CO 19801 12710 Research Blvd, Suite 240 INSURER E: CATLIN SPECIALTY INS CO 15989 Austin, TX 78759 INSURERF• COVERAGES CERTIFICATE NUMBER: 49571117 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY HE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE DDL SUER POLICY NUMBER POLICY EFF MMIDO YY LIMITS A GENERAL LIABILITY ASCGI1991700 D3/D5/17 03/05/18 EACH OCCURRENCE 's 1,000,000 XTKENTED COMMERCIAL GENERAL LIABILITY CLAIMS -MADE El OCCUR -DMANtPREMISES Ea occurrence)$ 3DO,DOD MEQ EXP Any one person $ 10,000 PERSONAL& ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2000,00D G EN'L AGGREGATE LIMIT APPLIES P ER: PRODUCTS - COM PIOPAGG $ 2,000,000 POLICY X PRO- LOC JE T $ A AUTOMOBILE LIABILITY ABCA11991700 03/05/17 D3 D5 18CQM8R3ED SINGLE LIMIT '1, 000, OQO Ea acGidenl BODILY INJURY (Per person) $ X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS 13001 LY INJURY (Per accident) $ PROPERTY DAMAGE $ Pe c I HIRED AUTOS NON -OWNED AUTOS $ B X UMBRELLA UAB X OCCUR CXD05EE17 03/05/17 03/05/18 EACH OCCURRENCE S 10, 000, 000 AGGREGATE S 1.010001 coo EXCESS LIAB CLAIMS -MAD E — - -1 S DEO X I RETENTION$ 10,000 C D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFIC0UMEMBER EXCLUDED? �N 1 A � OOD1283920 98BOD839B604 03/05/17 03/05/17 03/05/18 03/05/18 X WCSTATLL DTH - E.L. EACH ACCIDENT S 1,000,000 E. L. DISEASE -EA E M PLOYEE S 1,000,000 (Mandatory inNH1 Ii yes, describe under DESCRIPTION OF OPERATIONS Wcrw E.L DISEASE - POLICY LIMIT S 1,000,000 E Pollution/Professional CPV2D7239D318 03/05/17 03/05118 Cla Agg 1,DOD,000 i DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101. Additional Remarks Schedule, If more space Is required) Certificate Holder includes: Ragle County, CO, its officers, agents, and employees, and the State of Colorado. Project: Freedom Park Turf Replacement Sae Supplement. CERTIFICATE HOLDER Eagle County, Colorado Attn: Facilities Management Poet Office Box 85D Eagle, CO 81631 ACORD 25 (2014101) j potts roc 49571117 LISA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 071988-2014 ACORD CORPORA' The ACORD name and logo are registered marks of ACORD IW:4:rr�r1 NJ PROPERTY INFORMATION LCCATIONMESCRIPTIOH THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, COVERAGE INFORMATION COVERAGE I PERILS I FORMS 004/ (YYYY) Y LJ EVIDENCE 4F PROPERTY INSURANCE 04/13/203/20 17 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. AGENCY I PHONE . 1-214-353-4433 LMNR�Holmes COMPANY Murphy a Associates FEDERAL INS CO 12712 Park Central Dr., Suite 100 3,000.000 Dallas, TX 75251 EARTHQUAKE Ryan Goodwin 10,000 FAIT IMLzgoodwiz0holmeamu A!C No : AGGRESS: ='8hY CODE: SU$ CODE: AGENCY CUSTOMER ID OP. INSURED LOAN NUMBER POLICY NUMBER Hellas Construction, Inc. 6694806 12710 Research Blvd, Suite 240 EFFECTIVE QATE EXPIRATION DATE C)"NUED UL 03/05/17 03/05/18 TERMINATED IF CHECKED Austin, TX 78759 TH18 REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LCCATIONMESCRIPTIOH THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, COVERAGE INFORMATION COVERAGE I PERILS I FORMS AMOUNT OF INSURANCE DEDUCTIBLE BUILDERS RISK LOAN Atter: Facilities Management Coverage its All Risk, Including Theft AUTHOR1ZEDREPRESENTATIIVnVE Post Office Box 850 PROJECT WORKS 5,000,000 51000 ANY ONE PROJECT 3,000.000 5,000 EARTHQUAKE 500,000 10,000 FLOOD 5DO,000 10,DOO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND AGGRESS Eagle County, Colorado MORTGAGEE LOSS PAYEE ADDITIONAL INSURED LOAN Atter: Facilities Management AUTHOR1ZEDREPRESENTATIIVnVE Post Office Box 850 Eagle, CO 81631 C/�� USA ACORD 27 (209112) C 1993-20x9 ACORD CORPORATION. All rights reserved. 49609748 The ACORD name and logo are registered marks of ACORD jpottatx Bond No. 022055516 Document A3 1 2 TM -2010 Conforms with The American Institute of Architects AIA Document 312 Performance Bond CONTRACTOR: (Name, legal staters and address) Hellas Construction, Inc. 12710 Research Blvd. Ste 240 Austin, TX 78759 OWNER: (Name, legal stakes and address) Eagle County P.D. Box 850 Eagle, CO 81631 SURETY: (Name, legal status andpdncoal place of business) Liberty Mutual Insurance Company 175 Berkeley Street Boston, MA 02116 Mailing Address for Notices 175 Berkeley Street Boston, MA 02116 This document has Important leg a] consequences. Consultation with an attorney is encouraged with respect to Its completion or modlticadon. Any singular reference to Contractor, Surety, Owner or other party shall be coneldared plural where applicable. CONSTRUCTION CONTRACT Date: April 13, 2017 Amount: S Three Hundred Sixty-seven Thousand Two Hundred Thirty And Nol'IOOTHSDollars ($367,230.00) Description: Freedom Park Turf Replacement (Name and locatian) BOND Dom: April 13, 2017 (Not eariler than Construction Contract Date) Amount: $ Three Hundred Sixty-seven Thousand Two Hundred Thirty And Noll OOTHSDollars ($367,230.00) Nlodiflcations to this -Bond: [-] None ® Sec scotion 16 CONTRACTOR AS PRINCIPAL Hellas Construct' ,Inc. (teSea!} signatum: 2A��Zl Name 7/*j and Title: Ah L_ to e 4Z-IS6e2 Rey (A PW additional signatrares appear on the last page of this Pesforn once Bo sd.) SURETY Company: (Corporate Seal) Liberty Mutual Insurance Com any ti signatu . e I� Name Jac ueline Kirk and Title: Att ney-in-Fact (FORJNFORMANONONLY --Name, ad&enm+d telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: Holmes Murphy (Architect, Engineer or other party.) 12712 Park Central Drive, Suite 100 Dallas, TX 76251 (469)872-8031 § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Confract, which is incorparated herein by reference, § 2 I the Contractor performs the Construction Contract, the Surely and the Contractor shall have no obligation under this Bond, except when applicable to participate in a confercace as provided in Section 3. § 3 If there is no Owner Deraultunder the Construction Cataract, the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice st A indicate whether the Owner is requesting a conference among the Owner, Contractor and SuretyAo discuss the Contractors perfmmancc. If the Owner docs not request a conference, the Surety may, whbin five (5) business days after receipt o f the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees other►vise, any conference requested under this Section 3.1 shall he held within ten (14) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive Use Owner's right, if any, subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default, terromatos the Construction Cataract and notifies the Surety; and .3 the Owns has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surcty's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 6 When. the Owner has satisfied the conditions of Section 3, two Surety shall promptly and at the Surety's expense take one of the following actions: § 6.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contnu:t; § 5.2 Undertalm to perform and complete the Construction Contract itself, through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals livor qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contact to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 6.4 Waive its right to Wrf nm and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After invcWSatlan, daerminc the amount for which It may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner, or .2 Deny liability is whole or in part and notify the Owner, citing the reasons for denial. § 8 Uthe Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to he in default on this Bond seven days alley receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If tate Surety proceeds as provided in Section 3A and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. S-111521AS W10 § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shalt not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, fpr .1 the responsibilities of the Contractor for cot, ctfen of defeotive work and completion of the Construction Contract; .2 additional legal, design professlonal and delay costs resulting from tine Contractor's Defhult, and resulting frstm the actions or failure to act of the Surety under Section 5, and .3 liquidated damages, or if no liquidated damages are specified In the Construction Contract, actual damages caused by delayed performance or non-performance of tate Contractor. § 8 If the Surety elects to act under Section 5. 1. 5.3 or 5A, the Surety's liability is limited to the amount of this Band. § 8 The Surety shall not be liable to the Owner or others for obligations of the Contractor that arc tnrrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off an account of any such umnlated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to lite Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or faits to perform its obligations under this Bond. whichever occurs First. If the provisions of this Paragraph are void or prohibited by law, the minimum period of Iimitation available to sureties as a defense in the jurisdiction of the suit shalt be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a staturtory, or other legal requirement in the Iocation where the construction was to be performed, any provision in this Band conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deetned incorporated herein. When so fitmishcd, the intent is that this Bond shall be construed as a statutory bond and not as a common Iawbond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Coastruction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of Insurance or other claims for damages to which the Contractor Is entitled, reduced by all valid and proper payments made to or on behairortiie Contractor under the Construction Contract. § 14.2 Construction Contract.11m agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond Is issued for an agreement between it Contractor and subcontractor, the term Contractor in this Bond shall be doomed to be Subcontractor and the tern Owner shall be deemed to be Contractor. S-IMAS 8110 § IS Modi1isutions to this bond are as follows: Notwithstanding anything to the contrary in any of the Contract documents, under no circumstances shall the Performance bonds, maintenance bonds or the obligations of the Surety be liable for any warranty obligations that exceed 1 year from the date of substantial completion as defined In the Contract documents. (Space is provided belmv far additional signatures of added partles, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Campaay: (Corporate seal) Company: signatom: _ Name and Tile: Address S -18521A5 Oil 0 Iv I sipatws: _ Name and Title: Addnw (Corporate Seal} Bond No. 022055516 Document A312 TM -2010 Conforms with The Amerfcan Institute of Architects AIA Document 312 Payment Bond CONTRACTOR: (Nan+e: legal staters and address) Hellas Construction, Inc. 12710 Research Blvd. Ste 240 Austin, TX 78759 OWNER: (Name, legal status and address) Eagle County P.O. Box 850 Eagle, CO 81631 SURETY: (Name, legal status and principal place of biesiness) Liberty Mutual Insurance Company 175 Berkeley Street Boston, MA 02116 Mailing Address for Notices 175 Berkeley Street Boston, MA 02116 This document has important legal consequences. Consulfatlon with an attorney is encouraged with respect to Its completion or modiftcafibn. Any singular reference to Contractor, Surety, Owner or other party shall be considered plund where applicable. CONSTRUCTION CONTRACT Date: April 13, 2017 Amount:3Three Hundred Sixty-seven Thousand Two Hundred Thirty And No1100THSDollars ($367,230.00) Descriptlow Freedom Park Turf Replacement (Name and location) BOND Date. April 13, 2017 (Not earlier than Constrw0on Contract Date) Amount: S Three Hundred Sixty-seven Thousand Two Hundred Thirty And No1100THSDoIlars ($367,230.00) Modifications to this Bond: ❑ None ® See Section 18 CONTRACTOR AS PRINCIPAL Company: (Corparraw Seal) Hellas Construction, Inc. Signature: Name �• �j�yyf+� and Title: arGG�Grr0 -10/ (Arty addfdonal signatures appear on rhe last page of this Payment Bond) �1 Compatry (Corporate Seal] Liberty Mutual Insurance Company Nano V Jac4ueline Kirk and Title: Att ey-in-Fact (FOR INFOPUMTION ONLY — Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect, Engineer or otherparV) Holmes Murphy 12712 Park Central Drive, Suite 100 Dallas, TX 75251 (469) 872-8031 5-214WAS SMO § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § Z If the Contractor promptly makes payment of all sums due to Claimants, and defends, 'indemnifies and holds harmless the Owner frena claims, demands, liens or suits by any person or entity seelcing payment for labor, materials or equipment ftw9shed for use in the performance of the Construction Contract, them the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified rho Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Ovmces property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, time Surety shall promptly and at the Surety's expense defend. indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 T%e Surety's obligations to a Claimant under this Bond shall arise after the following: § 5.1 Claimants, who do net have a direct contract with the Contractor, .1 have furnished a written notice ornon payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim, and have sant a Claim to the Surety (at the address described in Section 13). § 6.2 Clabnanb, who arc employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of nonpayment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claunanes obligation to furnish a written notice of non-payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that arse disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The SureVs failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be dccmcd to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surely and Claimant have reached agreement. If, however, the surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shalt indemnify the Claimant for the reasonable attorney's fees the CIabment incurs thereafter to recover any sums found to be due and owing to the Claimant. § 4 The Surety's total obligation shall not exceed the amount of this Hoard, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds eamed by the Contractor in the performance of the Construction Contract are dedicated to satisfy obliga[ions of the Contractor and Surety under this Bond, subject to the Owner's priority to = the funds for the completion of the work. 5-21491AS 6110 § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that arc unrelated to the Construction Contract The Owner shall not be liable far tho payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf at Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontract. purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract Is located or after the expiration of we year from the date (1) on which the Claimant sent. a Claim to the Surety pursuant to Section S. 1.2 or 5.2, or (2) on which the Iast labor or service was perforated by anyone or the lost materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first voters. if the provisions of this Paragraph aro void or prohibited by law, the mhumvm period of limitation available to sureties as a de&rw in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page an which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient. compliance as of the date received. $14 When this Band has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted here$om and provisions oonforraing to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a oemmon law bond. § 15 Upon request by any person or entity appearing to be a potential beneficimy of this Band, the Contractor and Owner shall promptly famish a copy of this Band or shall permit a copy to be made. $16 Definitlons § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name o f the person for whom the labor was dorm, or materials or equipment f unished; .3 a copy of the agreement orpurchme orderpursuent'to which labor, materials or equipment was famished for use in the performance of the Construction Contract; A a brief description of the labor, materials or equipment fimtished; .5 the date on which the Claimant last performed labor or last fbmished materials or equipment fbruw in the performance of the Constructma Contract; .6 tbe total amount tamed by the Claimant for labor, materials or equipment A misted as of the" of the Claim; .T the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equlpment flrrnished as of the date of the CIaim. $16.2 Clalmant; An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to firmish labor, materials or equipment for use in the performance of the Construction Contract The terra Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mcchaWs lien or similar statute against the real property upon which the Project is located. The intent ofth6 Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, all, gasoline, telephone service or rental equipment used in &a Constriction Contmet, architectural and engineering services required forperformance of the work of the Contractor and the Contractor's subcontractors, and all other trams for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were famished. § 16.3 Constructlon Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents, 5-21491AS a to § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, io pay the Contractor as required undar tho Construction Contract or to perform and complete or comply with the other material terns of the Construction Contract. § 16.6 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § IT If this Band is issued for an agreement between a Contractor and subumtractor, the term Coniractor in this Bond shall be deemed to be Subcontractor and the tern Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as follows: Notwithstanding anything to the contrary in any of the Contract documents, under no circumstances shall the Performance bonds, maintenance bonds or the obligations of the Surety be liable for any warranty obligations that exceed 1 year from the date of substantial completion as defined in the Contract documents. (Spare Is proWded below for addltlowl rr pwirres of addedpartiw. other dram those appearing on the wverpoge) CONTRACTOR AS PRINCIPAL SURETY Company: {Corporate Seal) Company: signature: _ Name and Title: Address 1*4C1'?I_6'1!I.'iTo] IV Signature: _ Name and Title; (Corporate Sean THis POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND. This Power of Attorney limns the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. Certificate No. 7540840 Liberty Mutual Insurance Company The Ohio Casualty Insurance Company West American insurance Company POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the 'Companies'), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, D. GreqorV Stittsm Ginger Hoke; Jacqueline Kirk; Mark R. DeWitt all of the city of Dallas , state of TX each individually If there be more than one named, its We and lawful attomey-In-fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, moognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons. IN WITNESS WHEREOF, this Power of Attomey has been subscribed by an authorized Off cer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 10th day of November , 2016 a 1919 0 1912 °� 1991 ti —s o r a AAIY+�)�SqC r� Y SYpi �pR STATE OF PENNSYLVANIA COUNTY OF MONTGOMERY The Ohio Casualty Insurance Company H Liberty Mutual Insurance Company West erican Insurance Company •N ^mo^i �fl By: David M. Care , Assistant Secretary On this 10th day of November _ 2018 , before me personally appeared David M. Carey, who acknowledged himself to be tha Assistant Secretary of Liberty Mutual Insurance Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. IN WETNESS WHEREOF, € have hereunto subscribed my name and affixed my notarial seal at King of Prussia, Pennsylvania, on the day and year first above written. ,I, PAST COMMONWEALTH OF PENNSYLVANIA /) aw "I{� Notarial Seal � Q $ y Teresa Paete[la,lla, Notary Public By: OF upper Merlon Twp., Montgomery County Teresa Pastelle, Notary Public My Cammisslon Expires March 28, 2017 y Member. PennaylvaniaAssaciatim of Notanes This Power of Attorney is made and executed pursuant to and by authority of the following By-laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows: ARTICLE N — OFFICERS — Section 12. Power of Attorney. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shat appoint such aitomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and del Ivar as surety any and all undertakings, bonds, recognize nces and other surety obligations. Such attomeys-in-fact, subiect to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary, Any power or authority granted to any representative or attorney-ln-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. ARTICLE XIII — Execution of Contracts — SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, reeognizences and other surety obligations. Such attomeys-in•fact subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as If signed by the president and attested by the secretary. Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such aitomM-in- fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Authorization — By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the some force and effect as though manually affixed. €, Renee C. Llewellyn, the undersigned, Assistant Secretary, The Ohio Casualty insurance Company, Liberty Mutual Insurance Company, and Wast American insurance Company do hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attorney executed by said Companies, is in full farce and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this � � day of � 2t}� . �PLTVINS& 5ti5Uq4� p 1919 0 1412 1991 v By: o a y r Renee C. Uew , sistant secretary au s7$sn� F2 `�arnnF s LMS -12673 o8Pala 31 of 200 v E{ 0 9 ar