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Home My WebLink AboutC17-234 Ewing Trucking and ConstructionPRECONSTRUCTION AND CONSTRUCTION SERVICES AGREEMENT EAGLE TO HORN RANCH TRAIL PROJECT THIS AGREEMENT is executed as of 06/28/2017 , by and between Eagle County, a body corporate and politic ("Owner") and Ewing Trucking & Construction LLC. (hereinafter referred to as "Contractor"). WHEREAS, Owner intends to construct an approximately 6.45 mile segment of the Eagle Valley Trail system between the Town of Eagle and Wolcott in Eagle County, Colorado ("the Project"); and WHEREAS, the Engineer for the Project is SGM, whose address is 118 W. Sixth Street, Suite 200, Glenwood Springs, CO 81601; and WHEREAS, while the Project is fully funded and designed, third party permits must be obtained for construction of certain eastern sections of the Project, some of which are not anticipated to be finalized before August, 2017; and WHEREAS, Owner desires to commence construction of the Project in phases (identified herein as "Schedule 1 Construction Services" and "Schedule 2 Construction Services,") so as to begin construction without delay on the westernmost section of the Project, where permitting is complete and design is set; WHEREAS, in connection with Schedule 2 Construction Services in particular, Owner seeks professional preconstruction services to facilitate and assist with the potential changes to trail alignment, budgeting, scheduling and cost engineering while the permit process proceeds; and. WHEREAS, Contractor represents to OWNER that it is authorized to do business in the state of Colorado, and that it has, by virtue of its capabilities of budgeting, cost estimating, management, and personnel, the required technical and professional expertise to perform the scope of Work set forth in Section 2 hereunder. NOW THEREFORE, OWNER and Contractor, for the consideration hereinafter set forth, agree as follows: 1. Definitions 1.1. "Agreement" or "Contract" means this written agreement. 1.2. "Engineer" for this project is Schmueser Gordon Meyer, Inc. a Colorado corporation (a.k.a. "SGM") or such other professional engineer, or group or association or professional corporation of such approved professional engineers and consultants, who have contracted with OWNER to accomplish the engineering services necessary to the Work. 1.3. "Change Order" means a written order to the Contractor signed by the Board of County Commissioners or Eagle County's Project Manager, Kevin Sharkey, and the Contractor, issued after the execution of this Agreement, authorizing a change in the Work, the method or manner C17-234 of performance, or an adjustment in the Guaranteed Maximum Price, or authorize a material change to the Project Schedule. 1.4. "Colorado Labor" means as provided in C.R.S. §8-17-141 et seq. as amended. 1.5. "Completion Date" means the first date when all of the following have occurred: the date that the Engineer and Project Manager have certified that construction is completed in accordance with the Contract Documents and the date OWNER can fully occupy or utilize the Work for the purpose for which it is intended. The Completion Date for Schedule 1 Construction Services and Schedule 2 Construction Services may not be the same date. 1.6. "Construction Services" means all Work (other than Preconstruction Services) specified in the Contract Documents, including but not limited to construction management, administration, field supervision, coordinating contractors, maintaining quality, meeting schedules and providing the general conditions work to complete the Project in two phases identified as follows: • Schedule 1 Construction Services: Station 0+00 to 191+75. • Schedule 2 Construction Services: Station 191+75 to 354+00(end). 1.7. "Contingency" means the set percentage of the construction contract amount budgeted for unforeseen emergencies or design shortfalls identified after the construction project commences, expenditure of which requires preapproval of the Eagle County Project Manager. 1.8. "Contract Documents" means this Agreement, Amendments to this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Notices to Proceed, Change Orders, the RFP, including Addenda thereto, issued prior to execution of this Agreement, if any, and other documents as identified in Section 12 of this Agreement. 1.9. "Cost" means the total cost of labor, materials, provisions, supplies, fees, tests, expenses, bonds, equipment rentals, equipment purchases, insurance, supervision, engineering, clerical, and accounting services, the value of the use of equipment, and reasonable estimates of other administrative costs which may be reasonably apportioned to this Project to complete it in accordance with this Contract. 1.9.5 "Direct Cost of Work" means the work tasks identified in Exhibit A: CM/PC Fee Structure. The Direct Cost of Work is further defined in Exhibit B: Direct Cost Proposal Form. It is specifically intended that ALL General Conditions costs, Field Overhead costs, and Profit Margin is Excluded from the Direct Cost of Work. 1.10. 'Day" means calendar day unless specifically designated otherwise. 1.11. 'Design Development" means the phase in which the Engineer and other consultants prepare the design development documents, from the approved schematic design, for submission to OWNER for its approval. 1.12. "Design Documents" means the drawings and other documents that fix and describe the size and character of the entire Project, as may be appropriate. 1.13. "Guaranteed Maximum Price" and "GMP" mean that maximum amount for which the Owner agrees to reimburse the total cost of the Work up to a prescribed ceiling amount. 1.14. "Notice to Proceed with Construction Services" means written notice from the Project Manager to the Contractor with direction to commence the identified phase of Construction Services, subject to the conditions of this Agreement. 1.15 "Preconstruction Services" means those services identified in Section 2.1 of this Agreement. 1.16. The "Project" means the preconstruction services and construction services of which the Work performed under the Contract Documents is a part, to complete the approximately 6.45 mile segment of the Eagle Valley Trail System between the Town of Eagle and Wolcott in Eagle County, Colorado, and may include construction by OWNER or by separate Contractors. Construction of the Project is anticipated to be scheduled in two phases, each of which requires a Notice to Proceed prior to commencement with Construction Services. 1.17. "Project Manager" means the individual appointed by OWNER to act as OWNER's representative. 1.18. "Specifications" means 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. 1.19. "Subcontractor" means a person, firm, corporation, or other entity supplying labor and materials, or only labor, for the Work, under separate contact or agreement with the CONTRACTOR or any other subcontractor. 1.20. "Substantial Completion" means the Work (or a specified portion thereof) has progressed to the point where, in the opinion of Owner and Engineer, as evidenced by his definitive certificate of substantial completion, 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. At a minimum, "Substantial Completion" means all pavement, walls and handrails are complete, in place, and the trail is open and safe for public use. The terms "substantially complete' and "substantially completed" as applied to any Work refer to substantial completion thereof. 1.21. "Supplier" means any manufacturer, fabricator, distributor, material -man or vendor. 1.22. "Value Engineering" means the technical review and analysis of systems and materials being considered in the design to produce the greatest value for the least cost, the object of which is to achieve the optimum value for each construction dollar spent and keep the fiscal constraints set forth throughout the Contract Documents. 1.23. "Work" means the preconstruction services and Construction Services for which a Notice to Proceed has been issued and all other services required by the Contract Documents, including all other labor, materials, equipment and services provided or to be provided by the CONTRACTOR under this Agreement. The Work may constitute the whole or a part of the Project. 2. Work 2.1. Preconstruction Services: Contractor shall perform those preconstruction services that are normally and customarily provided during the planning and design phases of a Project of this nature, as more fully described in OWNER's Request for Proposals, attached hereto as Exhibit C. (the "Preconstruction Services") and as identified in the CNVPC Fee Structure, which is attached hereto as Exhibit A. Exhibit A and C are incorporated herein by this reference. Preconstruction Services for a particular phase of the Project will terminate and any related work will be covered as Construction Services upon issuance of a Notice to Proceed with Construction Services for the respective phase of the Project. The Preconstruction Services are generally described as the follows: A. For Schedule 1 Construction, the Preconstruction Services will be limited to total project scheduling. B. Contractor will consult with, advise, assist and make recommendations to OWNER and Engineer on all aspects of planning for Schedule 2 Construction Services, including review and validation of plans, cost estimates and schedules. C. If requested by Owner, Contractor will assist the Engineer and OWNER at any point in the pre -construction process to provide cost analysis comparisons of various materials, products, or design options for any phase of the Project. D. For Schedule 2 Construction Services, Contractor will provide Value Engineering services through technical review and analysis of alternative designs, schedule systems, and materials being considered in the design to produce the greatest value for the least cost. Contractor will provide cost estimates of the alternatives and evaluate the alternatives on the basis of costs, time schedules, availability of labor and materials, construction feasibility, warranties and projected life expectancy. E. For Schedule 2 Construction Services, Contractor will make budget estimates based on the existing Design and other available information. Contractor will review and refine subsequent estimates with quantity take -off cost estimates in increasing detail as the development of the plans and specifications proceeds, and will advise OWNER and the Engineer if it appears that the targets for the Project budget and/or completion will not be met. F. For Schedule 2 Construction Services Contractor will solicit on an as needed basis, design assist subcontractor and/or long lead item material pricing for schedule or 4 design assistance to the Engineer for Owner selection. Contractor will facilitate procurement by Owner. G. After Schedule 2 Design Development is determined complete by the Owner and Engineer, and prior to Owner's issuance of a Notice to Proceed with Schedule 2 Construction Services, Contractor will review final pricing for Schedule 2 Construction Services in connection with the pricing set forth in Exhibit B: Direct Cost Proposal Form, and identify to Eagle County Project Manager any direct costs that have increased or that can be decreased, in accordance with the Open Book requirements set forth in Section 2.4 (V) hereof. H. Upon request of the Eagle County Project Manager for a construction schedule for Schedule 2 Construction Services, Contractor shall promptly prepare and submit a construction schedule for the Schedule 2 Construction Services which shall provide for the expeditious practicable execution of the Schedule Construction Services. The schedule shall be consistent with the previously issued schedules, not exceed time limits current under this Agreement. The schedule for the performance of the work shall be a Critical Path Method system. Contractor shall provide a detailed schedule for the operation of Contractor and Subcontractors on the Project, including realistic activity sequences and durations, allocation of labor and materials, processing of shop drawings and samples and delivery of products requiring long lead-time procurement. I. Contractor will review plans and specifications with the Engineer for accuracy and completeness and endeavor to eliminate areas of conflict and overlap in the work to be performed by the various subcontractors. J. Contractor will assist the design team in making recommendations of sequencing based on the project parameters for determining the most cost effective construction sequence. Contractor will provide a preliminary critical path schedule for the completion of the design phase, procurement of long lead items and construction phase to accomplish a Project Completion Date by November, 2018. K. Contractor will maintain an "Open Book" with OWNER and agrees to provide copies of all data, bids, estimates, takeoffs, and any other supporting documentation generated for pricing, products, materials, and schedule analysis. Some forms, formats and procedures may be construed as proprietary and copyrighted material. Although available for review OWNER, said materials such as estimating and project management information written, developed and implemented by Contractor shall not become public information. L. Contractor will assist OWNER in obtaining required Permits for Schedule 2 Construction Services, if requested. S 2.2. Schedule 1 Construction Services: A. Within 7 days of the date this Agreement is executed by OWNER, the Eagle County Project Manager will provide Contractor with a Notice to Proceed with Schedule 1 Construction Services. B. Upon receipt of a Notice to Proceed with Schedule 1 Construction Services, Contractor shall carry out and develop the overall plans produced by the Engineer and construction schedule that have been pre -approved by the Eagle County Project Manager; establish procedures for coordination between the Engineer and Contractor's Subcontractors with respect to all aspects of the Schedule 1 Construction Services and implement such procedures; and supervise and direct the work of its Subcontractors and coordinate the Work with OWNERS objectives of cost, time and quality, all in accordance with Sections 2.4 and 3 herein. 2.3. Schedule 2 Construction Services A. OWNER, in its sole discretion, may decide not to proceed with Schedule 2 Construction Services or not to issue to Contractor a Notice to Proceed with Schedule 2 Construction Services to Contractor for any reason or no reason at all. In the event OWNER does not issue to Contractor a Notice to Proceed with Schedule Construction Services, Contractor will be paid for preconstruction services performed to that point, time and materials inclusive, in an amount not to exceed 7,000 Dollars ($). This amount shall represent the total due to the Contractor for Preconstruction Services performed. B. Upon receipt of a Notice to Proceed with Schedule 2 Construction Services, Contractor shall carry out and develop the overall plans produced by the Engineer that have been pre -approved by the Eagle County Project Manager; establish procedures for coordination between the Engineer and Contractor's Subcontractors with respect to all aspects of the Schedule 2 Construction Services and implement such procedures; and supervise and direct the work of its Subcontractors and coordinate the Work with OWNER's objectives of cost, time and quality, all in accordance with Sections 2.4 and 3 herein. 2.4 Provisions Applicable to All Construction Services under Sections 2.2 and 2.3 A. Contractor will designate a competent representative ("Construction Manager"), and any necessary assistance, all satisfactory to the Eagle County Project Manager, to attend at least bi-weekly meetings, commencing immediately and continuing throughout the design phase of the Project, as requested with the Engineer and/or OWNER to advise and discuss the preconstruction progress and respond to questions regarding the Project. As of the date of execution of this Agreement, Contractor has designated Bart Ewing as its Construction Manager. The Construction Manager shall not be changed except with the consent of the Eagle County Project Manager, which consent shall not be unreasonably withheld. 6 B. Contractor shall furnish labor and Construction Services (1) which expeditiously, economically and properly complete the Project in the manner most consistent with OWNER'S interests and objectives; and (2) in accordance with the highest standards currently practiced by persons and entities performing comparable labor and services on projects similar in size, complexity and cost in the State of Colorado. C. Supervision: Contractor shall supervise and direct the Construction Services, and shall be solely responsible for all construction means, methods, techniques, sequences, and procedures and shall coordinate all portions of the Work under this Agreement. Contractor shall be responsible to OWNER for the acts and omissions of Contractor's Subcontractors, agents, employees and any other persons performing any of the Work or furnishing materials under a contract with Contractor. D. Meeting Attendance: Contractor shall meet regularly with the Engineer and the Eagle County Project Manager to discuss progress, present material and information and respond to questions regarding the Project. Contractor will be responsible for submitting to the Eagle County Project Manager, within five working days, the minutes of all meetings during the preconstruction and construction phases. Contractor shall schedule and conduct weekly progress meetings at which Subcontractors, Engineer, the Eagle County Project Manager, and Contractor can discuss jointly such matters as progress, problems and scheduling. E. Project Construction Budget: Contractor shall review the Project budget and advise the Eagle County Project Manager if it appears that the Project construction budget will not be met and make recommendations for corrective action. Contractor shall develop and monitor an effective system of Project cost control; incorporated approved changes as they occur; develop cash flow reports and forecasts as required; identify any variance between actual and budgeted costs within Project budgets; advise the Engineer and the Eagle County Project Manager whenever projected costs are expected to vary from the projected budget and continually monitor the cost estimates to assure that the Work remains within the applicable budget of the GMP. F. Coordination of Contract Documents: Contractor shall review the drawings and specifications and recommend alternative solutions whenever design details affect construction feasibility of schedules. G. Plan Review: Contractor shall review plans and specifications with the Engineer and the Eagle County Project Manager so as to reduce areas of conflict and for coordination, accuracy and completeness of the plans and specifications at the issue of the construction documents. H. Labor: Contractor shall arrange and provide all labor necessary to accomplish and complete the Construction Services and analyze the types, quantity and availability of appropriate categories of labor required for various phases of the Project. I. Project Control: Contractor shall monitor the work of the Subcontractors and coordinate the work with the activities and responsibilities of the Eagle County Project 7 Manager and the Engineer to complete the Project in accordance with the construction documents and OWNER's objectives of cost, time and quality. J. Organization: Contractor shall establish on-site organization and lines of authority in order to carry out the overall plans of the Construction Documents. K. Communication: Contractor shall establish procedures for coordination among the Eagle County Project Manager, the Engineer, Subcontractors and Contractor with respect to all aspects of the Project and implement such procedures. L. Monitoring: Contractor shall provide regular monitoring of the schedule as construction progresses. Identify potential variances with the scheduled completion dates. Review schedule for Work not started or incomplete and recommend to the Eagle County Project Manager and the Engineer adjustments in the schedule to meet the Completion Date. Provide summary reports of each monitoring and document all changes in schedule. Determine the adequacy of the Subcontractors' personnel and equipment and the availability of materials and supplies to meet the schedule. M. Cost Control: Contractor shall develop and monitor an effective system of project cost control, showing actual costs for activities in progress and estimates for uncompleted tasks and incorporate approved changes as they occur. N. Permits and Fees: Contractor shall secure all permits, including grading, mechanical and electrical permits applicable to subcontractor work and any other special permits for permanent improvements not previously obtained by OWNER. 0. Staffing: Contractor shall keep on the Project at all times, during its progress, a Project Manager, all satisfactory to the Eagle County Project Manager, to coordinate and provide general direction of the work and progress of the Subcontractors on the Project. Contractor's Project Manager shall not be changed except with the consent of Eagle County's Project Manager, such consent to not be unreasonably withheld. Contractor's Project Manager shall represent Contractor and all direction given to it shall be as binding as if given to Contractor. P. Contractor shall provide full-time, qualified and efficient supervision of the Work, using its best skill and attention. Contractor shall carefully study and compare all drawings, specifications and other instructions and shall report to the Eagle County Project Manager, and immediately correct any error, inconsistency or omission which it may discover. Contractor shall inspect the work of the Subcontractors at all stages and at final completion and shall guard OWNER against defects and deficiencies in such work. Contractor shall be responsible to OWNER for the acts and omissions of all its Subcontractors, employees and agents and all other persons performing any of the work under a contract for which Contractor has supervisory or inspection responsibility hereunder. 8 Q. Safety: Contractor shall be responsible for the safety of persons and property and for compliance with all federal, state and local statutes roles, regulations and orders applicable to the conduct of the Construction Services. R. Shop Drawings and Samples: In collaboration with the Engineer, Contractor shall establish and implement procedures for expediting the processing and approval of shop drawings and samples. S. Reports and Project Site Documents: Contractor shall record the daily progress of the Project in a daily log available to OWNER and the Eagle County Project Manager. Submit on a monthly basis written progress reports and summaries of meetings to the Eagle County Project Manager, including information on the subcontractors' work, the actual cost vs. budgeted cost, actual construction point vs. projected schedule point, reasons for any discrepancies, the percentage of completion and the corrective actions to obtain compliance with time and cost schedules. T. Record Maintenance: Contractor shall maintain at the Project site, on a current basis, records of all necessary contracts, shop drawings, samples, purchases, materials, equipment, maintenance and operating manuals and instructions and any other documents and revisions thereto which arise out of this Agreement or the Construction Services. U. Completion Date: Contractor shall determine the Completion Date of designated portions of the Work and prepare for the Eagle County Project Manager a list of incomplete or unsatisfactory items and a schedule for their completion. V. Contractor will maintain an "Open Book" with OWNER and agrees to provide copies of all data, bids, estimates, takeoffs, and any other supporting documentation generated for pricing, products, materials, and schedule analysis. Some forms, formats and procedures may be construed as proprietary and copyrighted material. Although available for review OWNER, said materials such as estimating and project management information written, developed and implemented by Contractor shall not become public information. 3. Time of Performance: 3.1 Contractor is authorized to begin the Preconstruction Services for Schedule 2 Construction Services upon full execution of this Agreement by both parties. 3.2. Contractor agrees that Schedule 1 Construction Services shall commence within 30 days of OWNER's issuance of a Notice to Proceed with Schedule 1 Construction Services. Schedule 1 Construction Services shall be substantially completed in accordance with the construction schedule approved by the Eagle County Project Manager, attached hereto as Exhibit D. In no event shall the Completion Date for Schedule 1 Construction Services be later than 140 calendar days from issuance of the Notice to Proceed with Schedule 1 Construction Services, absent a Change Order or written agreement for an extension of time in accordance with Section 4 below. 9 3.3 Contractor agrees that Schedule 2 Construction Services shall commence within 30 days of Owner's issuance of a Notice to Proceed with Schedule 2 Construction Services and that Schedule 2 Construction Services shall be substantially completed in accordance with the schedule approved by the Eagle County Project Manager prior to issuance of the Notice to Proceed. The Schedule 2 Construction Services schedule will specify the maximum number of calendar days for Completion of Schedule 2 Construction Services, shall be signed by both parties, attached to the Notice to Proceed and thereby incorporated herein. Once so incorporated, the schedule for Completion of Schedule 2 Construction Services may only be extended by Change Order or by written agreement for an extension of time in accordance with Section 4 below. The Completion Date for Schedule 2 Construction is anticipated to be on or before November 15, 2018. 4. Liquidated Damages 4.1. OWNER and Contractor recognize that time is of the essence with regard to the performance of services under this Agreement and that OWNER expects the Project to be substantially complete in accordance with the Schedule 1 and Schedule 2 Construction Services schedules approved by the Eagle County Project Manager. OWNER and Contractor also recognize the delays, expense, and difficulties involved in proving a legal or arbitration preceding the actual loss suffered by OWNER if the Project is not substantially complete in accordance with the approved schedule. Accordingly, instead of requiring such proof, OWNER and Contractor agree that as liquidated damages (but not as a penalty) for delay beyond the Completion Date indicated in the respective schedules approved by OWNER, Contractor shall pay OWNER Two Hundred dollars ($200) for each day that expires after the Completion Date indicated in the applicable schedule approved by the OWNER, until the particular phase of the Construction Services is complete. 4.2. If Contractor believes that a contract extension should be granted due to delays caused by excusable, inclement weather, it may request a contract extension in writing from the Eagle County Project Manager. OWNER shall thereon grant an extension equal, in OWNER's reasonable opinion, in duration to the delay, if any, that was caused by the excusable, inclement weather. Excusable, inclement weather is excessive snowfall, excessive rainfall, excessive freezing temperatures or excessive wind conditions, the degree or duration of which varies in excess of the average conditions expected, which is unusual for the particular time and place where the work is to be performed, or which could not have been reasonably anticipated by Contractor. 4.3. The completion dates as set forth in Paragraphs 4.1 and 4.2 above include a reasonable time for the reviews and approvals required by this Agreement. Should Contractor be unreasonably delayed by the failure of any person or entity to provide review or approval within such reasonable time, Contractor may be entitled to an appropriate extension of time after a written request for such extension has been submitted to and approved by the Eagle County Project Manager in writing. No time extension will be granted unless a determination is made by OWNER, in its sole discretion that good cause exists for such extension. 4.4. All time extensions shall be made pursuant to Paragraph 7 of the General Conditions. to 5. Compensation and Pavment: 5.1. OWNER has established a cost not to be exceeded for the entire scope of Work, including Preconstruction Services and Construction Services, including contingencies, based on consultation with the Engineer and Contractor. Compensation for Preconstruction Services shall be reimbursed in the amount of $60.00 per man hour in an amount not exceed Seven Thousand Dollars ($7,000) without a signed amendment to this Agreement. Compensation for Construction Services shall be in accordance with Exhibit B and Exhibit E in an amount not exceed Five Million Five Hundred Eighty Two Thousand Eight Hundred Thirty Nine Dollars and Sixty Three Cents ($5,582,839.63) without a duly authorized Change Order or Amendment to this Agreement. The Guaranteed Maximum Price for this project is Five Million Five Hundred Eighty Nine Thousand Eight Hundred Thirty Nine Dollars and Sixty Three Cents ($5,589,839.63), as identified in the Fee Schedule attached hereto as Exhibit E ("GMP"). The funds appropriated for this Project will be equal to or in excess of the GMP. 5.2. The Eagle County Project Manager shall have authority to authorize use of Contingency Funds, and execute Change Orders on behalf of Owner within the parameters of the appropriated funds for this Project. 5.3. It is agreed that the Construction Services Fee for Schedule 1 and/or Schedule 2 Construction Services is 8.0% of the direct cost for each phase of the Project, exclusive of the Preconstruction Services Costs, bonds, insurance and any Change Orders issued for the Project. Funds from the Contingency account approved by the Eagle County Project Manager for use shall be subject to the Construction Services Fee at the rate of 8.0%. 5.3.1. Construction Services Fee is the Construction Services Fixed Rate, which is 8%, multiplied by Direct Cost of Work as shown in Exhibit E: CM/PC Fee & Schedule Form and is based in strict accordance with Exhibit A: CM/PC Fee Structure. All items checked in the second column of Exhibit A, and identified as "Construction Services Fixed Rate" shall be included without exception in Construction Services Fixed Rate and the Construction Services Fee. 5.4. Increases in the GMP, scope of Work or schedule shall only be made as follows: A. Prior to issuance of a Notice to Proceed with Schedule 2 Construction Services, Contractor may negotiate a change to the budget based on a substantial and material change in the direct cost of work that can be verified in accordance with Section 2.4(V) hereof. Any such change must be approved by the Eagle County Project Manager, and fall within the budgeted and appropriated sum for this Project before a Notice to Proceed may be issued. B. With the exception of the circumstances described in Section 5.4 (A) hereof, increases in the GMP may only be made under an Owner directed Change Orders, which will be negotiated as the Direct Cost plus a 5% Construction Change Order Mark-Up. Change Orders, where deemed appropriate by the Eagle County Project Manager, will be negotiated in accordance with Section 2.4(V) hereof. t 5.5. Abandonment or significant reduction in the scope or magnitude of a phase of the Project will not result in a negotiated reduction of the Construction Services Fee. The fixed Construction Services Fee (set forth in Exhibit E) will not be subject to reduction if the Direct Cost of Work can be reduced through the efforts of Contractor via procurement efforts or other cost saving construction methods. Notwithstanding anything to the contrary stated herein, Contractor will not be entitled to the Construction Services Fixed Fee for Schedule 2 Construction Services unless a Notice to Proceed with Schedule 2 Construction Services is issued by Owner. 5.6. The GMP shall include all of the Contractor's obligations to be performed pursuant to the terms of the Contract Documents and include the Pre -Construction Service, Direct Cost of Work, Construction Services Fixed Fee, CM/PC Contingency Force Account, Umbrella & General Liability Insurance, and the Performance & Payment Bond. 5.6.2. Any project savings, below the GMP, resulting from schedule or design changes, bidding of subcontractors and other costs of the work shall accrue to OWNER but in accordance with Section 5.5 herein, will not necessarily result in a reduction of the Construction Services Fixed Fee identified for the particular phase of Construction Services. 5.7. The funds appropriated for this Project are equal to or in excess of the GMP. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to OWNER nor shall any payment be made to Contractor in excess of the above amounts for any work done without the written approval of OWNER in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of the Colorado Revised Statutes. 5.8. Pursuant to the provisions of Section 24-91-103.6 C.R.S., and notwithstanding anything to the contrary contained elsewhere in the Contract Documents, no Change Order or other form of order or directive by OWNER, and no amendment to this Agreement, requiring additional compensable Work to be performed which Work causes the aggregate amount payable under the Agreement to exceed the amount appropriated for the original Agreement, shall be of any force or effect unless accompanied by a written assurance by OWNER that lawful appropriations to cover the costs of the additional Work have been made or unless such Work is covered under a remedy -granting provision in the Agreement. 5.9. Payment Procedure for Preconstruction Services. Not more often than once a month, Contractor shall submit to OWNER an invoice for payment signed by a person authorized to sign legal documents on behalf of Contractor identifying the work completed as of the date of the invoice, and accompanied by such supporting documentation as OWNER may reasonably require. For Preconstruction Services, OWNER agrees to pay Contractor for services satisfactorily completed within thirty (30) days of receipt of a properly documented invoice. 5.9.1. Payment Procedure for Construction Services Contractor shall submit applications for payment and back-up material (e.g. Subcontractor's invoices, vender statements and receipts) as shall be reasonably required in accordance with the General Conditions. Applications for payment must be provided on AIA forms G702 and G703 in written or electronic form. These applications shall indicate the percentage of completion of each portion 12 of the Construction Services as of the end of the period covered by the application for payment. Applications for Payment will be processed as provided in the General Conditions. 5.9.2. PROGRESS PAYMENTS: OWNER shall make monthly progress payments on account of the Contract Price on the basis of Contractor's Applications for Construction Agreement Payments, as provided below. All progress payments will be on the basis of the progress of the Work. OWNER shall have the right to request and inspect supporting documentation for progress payments, including but not limited to receipts and invoices evidencing payments of charges associated with the Work. Prior to Completion, progress payments will be in an amount equal to: 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 OWNER as provided for herein. 5.9.3. FINAL PAYMENT: Except as provided by Section 5.10 of this Agreement, within sixty (50) days of completion and acceptance of the Work by OWNER in accordance with Section 17 of this Agreement and Paragraphs 20 and 21 of the General Conditions, OWNER shall pay the remainder of the Contract Price. The final payment shall not be made until after final settlement of this contract has been duly advertised at least ten days prior to such final payment by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County, and the Board of County Commissioners has held a public hearing, thereupon and complied with C.R.S. §38-26-107. Final payment shall be made in accordance with the requirements of the aforesaid statute. 5.10 OWNER may withhold from any payments due to Contractor, to such extent as may be necessary to protect the OWNER 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. 5.11. Contractor shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following termination, which period shall be extended at OWNER's reasonable request. OWNER shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time. 6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Contractor shall be, and shall perform as, an independent contractor. No technician, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of OWNER. Contractor shall be solely and entirely responsible for its acts and for the acts of its technicians, agents, employees, and servants during the B performance of this Agreement. Contractor shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of OWNER. 7. No Assignment:. The parties to this Agreement recognize that in entering into this Agreement, OWNER is relying upon the resources, skill and reputation of Contractor. Therefore, Contractor may not assign its interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of OWNER, which consent OWNER may withhold at its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. S. Subcontracts: 8.1. All portions of the Work that Contractor does not perform with its own forces shall be performed under subcontracts by Subcontractors prequalified by Contractor. 8.2. All subcontracts will be between Contractor and the Subcontractors. 8.3. Contractor shall be responsible to OWNER for the acts and omissions of its agents, employees, suppliers, Subcontractors performing work under a contract with Contractor and such Subcontractors' lower -tier subcontractors, agents and employees. 8.4. By an appropriate written agreement, Contractor shall require the Subcontractor to the extent of the Work to be performed by the Subcontractor, to be bound to Contractor by the terms of the Contract Documents and to assume toward Contractor all the obligation and responsibility which Contractor, by the Contract Documents, assumes toward OWNER. Said agreement shall preserve and protect the rights of OWNER under the Contract Documents with respect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights. Contractor shall require each Subcontractor to enter into similar agreements with its subcontractors. Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the Subcontractor will be bound. Each Subcontractor shall similarly make copies of such Documents to its subcontractors. 8.5. Each subcontract and material purchase order is hereby assigned to OWNER by Contractor provided that (a) assignment is effective only after termination of the Contract by OWNER for cause and only for those subcontract agreements which OWNER accepts by notifying the Subcontractor and Contractor in writing; and (b) assignment is subject to the prior rights of the surety, if any, obligated under the bond relating to the Project. Each subcontract and material purchase order shall include this assignment. 8.5. Nothing contained in the Contract Documents shall be deemed to create any contractual relationship between any Subcontractor of any tier and OWNER. 14 9. Insurance: 9.1 At all times during the term of this Agreement, Contractor and its Subcontractors shall maintain the insurance as set forth in Paragraph 14 of the General Conditions: 9.2. Certificates of Insurance acceptable to OWNER, evidencing the above required amounts shall be filed with the OWNER with respect to the Contractor and subcontractor prior to commencement of the Work. 10. Indemnification: The Contractor shall indemnify and hold harmless OWNER, its officers, agents and employees (referred to collectively for purposes of this Paragraph 10 as "Owner") against any losses, claims, damages or liabilities for which OWNER may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its Subcontractors hereunder; and Contractor shall reimburse OWNER for reasonable attorney fees and costs, legal and other expenses incurred by OWNER 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 OWNER to the extent that OWNER is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 11. Contractor Representations: 11.1. Contractor expressly recognizes that this Project must be completed within the time and fiscal constraints set forth throughout this Agreement. 11.2. Contractor further represents to OWNER that, by executing this Agreement, it has been informed of and has reviewed the goals of the Project; the design of the Engineer; the time schedule as well as fiscal constraints of the Project; all of the Exhibits and documents attached to this Agreement, and incorporated herein by reference; and, all of the services to be provided by Contractor pursuant to the Contract Documents. Based upon this review and analysis, Contractor represents to OWNER that it will provide all of the necessary services and perform all of the Work within the requirements of the Contract Documents. 11.3. Contractor shall perform the Scope of Work in a skillful, professional and competent manner and in accordance with the standards of care, skill, and diligence applicable to other contractors performing this type of work. 11.4. Contractor shall be responsible for the completeness and accuracy of the Work and shall correct, at its sole expense, all errors and omissions therein. The fact that OWNER has accepted or approved the Work shall not relieve Contractor of any if its responsibilities under this Agreement. 15 11.5 Contractor acknowledges it is Contractor's responsibility to review all design and construction documents relating to constructability and potential conflicts. The purpose of this review is to minimize change orders due to conflicts in the Construction Documents to the greatest extent possible. 12. Contract Documents The Contract Documents which comprise the entire Agreement are made a part hereof and consist of the following: 12.1. This Agreement. 12.2. The General Conditions attached to this Agreement. 12.3. Exhibit A: CM/PC Fee Structure 12.4. Exhibit B: Direct Cost Proposal Form 12.5. Exhibit C: Request for Proposals dated Friday, April 28, 2017 12.6 Exhibit D: Construction Schedule 12.7 Exhibit E: CM/PC Fee & Schedule Form 12.8 The Plans and Specifications. 12.9 Addenda, clarifications or attachments to the above, deemed reasonable and necessary by OWNER and the CM/PC. There are currently no Contract Documents other than those listed above in this Article 12. Thereafter, the Contract Documents may only be altered, amended, or repealed by an executed, written Change Order or other amendment to this Agreement. In the event a change order or amendment to the Contract Documents is agreed to by the parties, the same shall be in writing and executed by both parties. Signature by Owner may be made by Owner's project manager, so long as such change orders and amendments are within the budget constraints set for the project. Change orders or Amendments in excess of the budgeted amount must be approved by the Board of County Commissioners with additional funding appropriation allocated to the Project. The intent of the Contract Documents is to include all items, components and services necessary for the proper execution and completion of all the Work outlined in Section 2 of this Agreement. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. Words and abbreviations which have well known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings. The Contract Documents are listed above in order of priority. If a conflict exists in the terms of any of the Contract Documents, the document with a higher priority shall control. M 13. Notices: Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage prepaid, or sent via electronic mail ("e-mail") provided an original is also promptly delivered to the appropriate party at the following addresses: OWNER: Eagle County Project Management Kevin Sharkey, Trails Program Manager P.D. Box 1070 Gypsum, Colorado 81637 kovin.sharkey@eaglecounty.us (970) 328-3523 (p) and a copy to: Eagle County Attorney P.D. Box 850 Eagle, Colorado 81631 atty@eaglecounty.us CONTRACTOR: Ewing Trucking & Construction, LLC. Bart Ewing, Manager P.D. Box 2303 28 2' Street Edwards, CO 81632 bart@ewinMcking.com (970)926-2770 Notices shall be deemed given on the date of delivery; on the date an e-mail is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 14. Termination: 14.1. Notwithstanding Paragraph 14.2 hereunder, this Agreement may be terminated at any time in whole or in part, by OWNER for its convenience. 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 to OWNER all drawings, illustrations, text, data, redlined drawings and other documents entirely or partially completed, whether in electronic form or otherwise, together will all material supplied to Contractor by OWNER. These documents must be provided to OWNER in a usable format. In such event, Contractor shall be compensated for all work completed up to the date of termination. Final payment will be due within thirty (30) days after Contractor has delivered the last of the documents or records due the OWNER. 17 14.2. If either party defaults or Contractor neglects to carry out the Work in accordance with this Agreement and fails within a ten (10) day period after receipt of written notice from the other party to correct such default or neglect with diligence and promptness, the other party may, without prejudice to other remedies, terminate this Agreement. If Contractor fails to correct such deficiencies after timely notification by OWNER, OWNER may in addition to or as an alternative to termination correct such deficiencies and deduct the cost of correction from payments due Contractor. OWNER may recover the reasonable costs of correcting deficiencies in an amount not exceeding that specified in the Agreement. 14.3. Upon the termination of this Agreement, Contractor agrees to deliver to OWNER such information and items which, if this Agreement had been completed, would have been required to be furnished to OWNER, including completed or partially completed plans, drawings, red- lined drawings and other pertinent information, in an electronic form or otherwise, in a format usable by OWNER. 15. Drawings and Specifications 15.1. OWNERSHIP AND USE OF DOCUMENTS — All drawings, specifications, and copies thereof furnished by the OWNER are and shall remain the property of OWNER. They are to be used only with respect to this Project and are not to be used on any other project. With the exception of one contract set for each party to this Agreement, such documents are to be returned or suitably accounted for to the OWNER on request at the completion of the Work. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the OWNER's common law copyright or other reserved rights. 15.2. INTERPRETATIONS - The Engineer may be asked to render interpretations consistent with the intent of, and reasonably inferable from the Contract Documents, consisting of additional instructions by means of drawings or otherwise necessary for the proper execution or progress of the Work, in accordance with agreed upon time limits and otherwise so as to cause no unreasonable delay. Contractor may make written request to the Engineer of such interpretations and decisions. Contractor shall comply with the Engineer's interpretations and such interpretation shall be incorporated into this Agreement, subject to OWNER's review and final determination in those instances deemed necessary by OWNER. 16. Substantial Completion of the Work 16.1.1. When Contractor considers that the Work or a designated portion thereof is complete and ready for its intended use, Contractor shall, in writing to Owner and Engineers, certify that the Work (or portion thereof) is substantially complete, and request that Engineer issue a certificate of substantial completion. 16.1.2. Within ten (10) days after receipt of Contractor's notice of completion of the Work, OWNER, Engineer and Contractor shall make an inspection of the Work to determine whether the Work has been substantially completed in accordance with the Contract Documents and to prepare a punch list. If the Work has not been completed to the required stage, the parties shall N cease the inspection and an appropriate change order shall be issued deducting from the payments then or thereafter due Contractor all costs associated with such premature inspection, including compensation for the Engineer's additional services, if made necessary thereby. If the payments then or thereafter due Contractor are not sufficient to cover such amount, Contractor shall pay the difference to OWNER. If however, the Work has been completed to the required stage, a punch list shall be prepared by Engineer and/or OWNER and consist of those items listed by Contractor to be completed or corrected as supplemented by those items observed and noted during the inspection. The required number of copies of the punch list will be countersigned by the County Project Manager or other authorized OWNER representative and the Engineer and will then be transmitted to Contractor. The failure to include any items on such list shall not alter the responsibility of Contractor to complete all Work in accordance with the Contract Documents. 17. Final Completion, Acceptance, and Final Payment 17.1. Following OWNER's issuance of the Certificate of Substantial Completion of the Work or designated portion thereof, and Contractor's completion of the work on the punch list established pursuant to paragraph 16.1.2. as may have been supplemented, Contractor shall forward to OWNER a written notice that the Work is ready for final inspection and acceptance, and shall also forward to OWNER a final application for Payment. Upon receipt, OWNER and Engineer will promptly make such inspection. When the Engineer finds the Work acceptable under the Contract Documents, Engineer will issue a Final Certificate of Completion. This Certificate will constitute a representation that, to the best of the Engineer's knowledge, information and belief, and on the basis of observations and inspections, the Work has been completed in accordance with the terms and conditions of the Contract Documents. 17.2. NOTICE OF ACCEPTANCE — When Engineer has issued its Final Certificate of Completion, Contractor has fully performed all of its obligations under the Contract Documents and the same is acceptable to the OWNER, a Notice of Acceptance shall be issued by OWNER, which shall establish the acceptance of the Work. 17.3. SETTLEMENT 17.3.1. OWNER shall not authorize final payment until all items on the punch list have been completed, the Engineer issues its Final Certificate of Completion, the Notice of Acceptance is issued, and the Notice of Contractor's Final Settlement Date is published and at least 30 days have expired with no claims filed. 17.3.2. Before OWNER may advertise, Contractor shall: 1. Deliver to the Engineer for review by the Engineer and deliver to OWNER: a. All guaranties and warranties; b. Confirmation that sales taxes from which OWNER is exempt have not been paid; 19 C. Satisfactory evidence that all payroll, material bills, and other indebtedness connected with the Work have been paid or otherwise satisfied; d. A complete and final waiver and/or release of any and all lien rights and liens from each subcontractor of all tiers, materialmen, supplier, manufacturer and dealer for all labor, equipment and material used or furnished by each on the Work; e. Consent of the surety to final payment; f. Any other documents required to be furnished by the Contract Documents. 2. Demonstrate to the operating personnel of OWNER the proper operation and maintenance of all equipment installed or furnished under the Contract Documents. 17.3.3. Upon completion of the foregoing, the Contractor's Settlement shall be advertised in accordance with Colorado law. On the date of final settlement thus advertised, and after the Contractor has submitted a written notice to OWNER that no claims have been filed, final payment and settlement shall be made in full. 17.3.4. If any unpaid claim for labor, materials, rental machinery, tools, supplies, or equipment is filed before payment in full of all sums due Contractor, OWNER shall withhold from Contractor sufficient funds to insure the payment of such claim, until the same shall have been paid or withdrawn, such payment or withdrawal to be evidence by filing a receipt in full or an order for withdrawal signed by the claimant or its duly authorized agent or assignee. 17.3.5. The making of final payment, after the Date of the Notice of Contract Settlement of the Project, shall constitute a waiver of all Claims by OWNER except those arising from: [M 1. Unsettled Claims; 2. Faulty or defective work appearing after Completion of the Work; 3. Failure of the Work to comply with the requirements of the Contract Documents; 4. Terms of any warranties or special warranties required by the Contract Documents. 17.3.6. The acceptance of final payment, after the Date of the Notice of Contractor Settlement of the Project, shall constitute a waiver of all Claims by Contractor except those previously made in writing and separately identified by Contractor as unsettled in the final Project Application for Payment. 20 17.3.7. All provisions of the Contract Documents including without limitation those establishing obligations and procedures, shall remain in full force and effect notwithstanding the making or acceptance of final payments. 18. Warranties 18.1.1. Contractor warrants to OWNER that all work, materials and equipment furnished under the Contract Documents will be of good quality, free from faults and defects and in conformance with the Contract Documents. All work, materials or equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required OWNER, Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by the provisions of paragraph 18.1.2. 18.1.2. Contractor shall warrant and guarantee the Work for a period of two (2) years from the date of the Notice of Acceptance. If, within two years after the Notice of Acceptance, or within such longer period of time as may be prescribed by the terms of any applicable special warranty required by the Contract Documents, if any of the Work is found to be defective or not in accordance with the Contract Documents, Contractor shall correct it promptly after receipt of a written notice from OWNER to do so unless OWNER has previously given Contractor a written acceptance of such condition. This obligation shall survive both final payment for the Work or designated portion thereof and termination of this Agreement. OWNER shall give such notice promptly after discovery of the condition and in any event no later than two years after the issuance of the Notice of Acceptance. 18.1.3. In case of work performed for which other warranties are required by the Contract Documents, Contractor shall secure the required warranties and deliver the same to OWNER in accordance with paragraph 17.3.2. These warranties shall not in any way lessen Contractor's responsibilities under the Contract Documents. Whenever guarantees or warranties are required by the Contract Documents for a longer period of that one year, such longer period shall govern. 18.1.4. The establishment of the time periods noted in paragraph 18.1.2., or, such longer period of time as may be prescribed by law or by the terms of any warranty required by the Contract Documents, related only to the specific obligation of Contractor to correct the Work, and has no relationship to the time within which Contractor's obligation to comply with the Contract Documents may be sought to be enforced, nor the time within which proceedings may be commenced to establish Contractor's liability with respect to Contractor's obligations other than specifically to correct the Work. 18.2. GUARANTY INSPECTIONS AFTER COMPLETION 18.2.1. OWNER and Contractor together shall make at least two (2) complete inspections of the Work after the issuance of the Notice of Acceptance. One such inspection, the "Twelve -Month Guaranty Inspection," shall be made approximately twelve (12) months after the issuance of the Notice of Acceptance and another inspection, the "Twenty Third -Month Guaranty Inspection," shall be made approximately twenty-three (23) months after the issuance of the Notice of 21 Acceptance. OWNER shall schedule and so notify all parties concerned, including the local jurisdiction, of these inspections. 18.2.2. Written lists and reports of these inspections shall be made by the Contractor and forwarded to OWNER and all of the other participants within ten (10) days after the completion of each inspection. Contractor shall immediately initiate such remedial work as may be necessary to correct any deficiencies or defective Work shown by these reports, and shall promptly complete all such remedial Work in a manner satisfactory to the Engineer and OWNER. 18.2.3. If the Contractor fails to promptly correct all deficiencies and effects shown by any report, OWNER may do so after giving Contractor ten (10) days written notice of its intention to do so and OWNER shall be entitled to collect from Contractor and its surety all costs and expenses incurred by it in correcting such deficiencies and defects, as well as all damages directly resulting from such deficiencies and defects. 19. Claims for Additional Costs and Damages 19.1. CLAIMS FOR ADDITIONAL COST 19.1.1. If Contractor makes a claim for an increase in the GMP, Contractor shall give OWNER its written notice of claim thereof within fifteen (15) days or such other time period as may be specifically set forth elsewhere in this Agreement, whichever is the lesser, after the occurrence of the event giving rise to such claim and in all cases before proceeding to execute the Work, except in an emergency endangering life or property, in which case, Contractor shall proceed as necessary to prevent such threat. No such claim shall be valid unless so made. Any approved change in the GMP resulting from such claim shall be authorized by Change Order. 19.2. INJURY TO PERSON OR DAMAGE TO PROPERTY — Should Contractor to this Agreement suffer injury or damage to person or property because of any act or omission of OWNER or of any of OWNER's employees, agents, or others for whose acts such party is legally liable, Notice of Claim shall be made in writing to such OWNER within sixty (60) days after the first observance of such injury or damage. 19.3. RIGHTS AND REMEDIES 19.3.1. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to, and not a limitation of, any duties, obligations, rights or remedies otherwise imposed or available by law. 19.3.2. No action or failure to act by OWNER shall constitute a waiver of any right or duty afforded under the Contract Documents nor shall any such action or failure to act constitute an approval or acquiescence in any breach thereunder, except as may be specifically agreed in writing. Nothing herein shall waive or be deemed a waiver of OWNER's governmental privileges and immunities under federal or state law. 22 20. Miscellaneous: 20.1. The Project is under the authority of the Eagle County Project Management Department, the Director of which, or his/her designee shall be OWNER's liaison with Contractor with respect to the performance of the Work. 20.2. Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, sexual orientation, ancestry, physical handicap, age, political affiliation or family responsibility. 20.3. The making, execution and delivery of this Agreement by the parties hereto have not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the Work, except by a written document of equal formality executed by both parties hereto. 20.4. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the Sth District for the State of Colorado. 20.5. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. 20.6. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 20.7. Time is of the essence and the parties agree to notify the other if they become aware that any condition will significantly delay performance. 20.8. Neither party will be responsible for delays or lack of performance resulting from events beyond the reasonable control of that party. Such events include, but are not limited to, acts of God, weather conditions, fire, third party strikes, third party lock -outs, and other labor disruptions, material shortages, riots, and acts of war. 20.10. All tracings, plans, specifications, estimates, reports, date and miscellaneous items, including electronic data, purported to contribute to the completeness of the Project, the Project or the Work shall be delivered to and become the property of OWNER, upon OWNER's request. However, all estimating and project management information written, developed and implemented by Contractor shall be available for review by OWNER, but shall not become public information or available for use by any entity other than Contractor. 23 20.11. Basic survey notes, sketches, computations and other data prepared hereunder shall be made available to OWNER, upon request and become property of the OWNER. 20.12. The Engineer, OWNER, the Eagle County Project Manager and all other representatives of OWNER shall at all times have access to the Project to view the progress of the Work, wherever it is in preparation and progress. The Contractor shall provide any necessary safety equipment and safe and reasonable facilities for such access so that the Engineer, Project Manager and OWNER representatives may exercise their rights and perform their functions under the Contract Documents. 21. Prohibitions on Public Contracts for Services: 21.1 If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. 21.1.1. Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor/Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 21.1.2. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the 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:llwww.dhs. ov/xprevprot/pro rg ams/gc l 185221 fi78150.shtm 21.1.3. The Contractor shall not use either the E -verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 21.1.4. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: 24 (i) Notify the subcontractor and OWNER within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that 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 illegal alien. 21.1.5. 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. § 5-17.5-102(5). 21.1.6. If a Contractor violates these prohibitions, OWNER may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to OWNER as required by law. 21.1.7. OWNER will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and OWNER terminates the Contract for such breach. 11 Signature Page to Follow 11 25 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. A ttestE— ems, 92 Regina O'Brien, Clerk to the Board EAGLE COUNTY, By and Through its Board of Coli ii'ii s ea...........`c�ia L� SZ7 By: Jillian H. Ryan, Chair CONTRACTOR: EWING TRUCKING & CONSTRUCTION, LLC By. L Signature M �M)4 Title STATE OF COLORADO } ) SS. COUNTY OF ekq) The foregoing instrument was acknowledged th i s day pf , 2017. before me by 13WA G�kj My commission expires: U, '-, KATHY R. LEWENSTEN NOTARY PUBLIC STATE OF COLGRADO NOTARY ID #19934016628 MY Cmuftim Expirm November 8, 2017 � tel_ . ' Notary Ptj ic 26 GENERAL CONDITIONS TO PRECONSTRUCTION AND CONSTRUCTION AGREEMENT 1. Contractor shall provide and pay for labor, materials, equipment, tools, licenses, transportation, and other facilities and services necessary for proper execution and completion of the Work. 2. If Contractor fails to obtain the tax exemption(s) applicable to public works projects from sales, consumer, use and similar taxes, Contractor shall pay the same. OWNER will cooperate with Contractor to obtain tax exemption for this Project. 3. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve it from responsibility for successfully performing the Work without additional expense to OWNER. OWNER assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 4. Before commencing activities, Contractor shall: (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to Contractor with the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to OWNER. 5. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work. 5. Contractor, as soon as practicable, shall furnish in writing to OWNER the names of subcontractors and suppliers for each portion of the Work. 7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of OWNER or outside the control of Contractor, e.g., weather. In any event, OWNER may grant an extension of time for the completion of the Work, provided it is satisfied that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts of omission or commission by OWNER, provided that such extensions of time shall in no instance exceed the time actually lost to Contractor by reason of such causes, and provided further that Contractor shall have given OWNER immediate (as reasonably determined by the circumstances, but not exceeding seven (7) calendar days) notice in writing of the cause of the detention or delay. 8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 9. Contractor warrants to OWNER that: (1) materials and equipment furnished under the Agreement will be new and of good quality; (2) the Work will be free from defects not inherent 27 in the quality required or permitted; and (3) the Work will conform to the requirements of the Agreement. 10. Contractor shall comply with and give notices required by all federal, state and local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to OWNER, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. Contractor shall promptly notify OWNER in writing of any conflicts that Contractor discovers between the specifications for the Work and such governmental laws, rules and regulations. 11. Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. 12. Contractor shall furnish performance bond and a separate labor and material payment bond on forms acceptable to OWNER, each in an amount at least equal to the contract price as security for the faithful performance and payment of all Contractor's obligations under the Contract Documents. In the event of any Change Order resulting in the performance of additional work in connection with the Project, the amounts of such bonds shall be increased by an amount equal to the cost of such additional work or materials or fixtures to be incorporated in the Project. Copies of the bonds shall be provided to OWNER and shall be made payable to OWNER. These bonds shall remain in effect at least until one year after the date of final payment, except as otherwise provided by law. All bonds shall be executed by such sureties as (a) are licensed to conduct business in the state where the project is located, and (b) are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 574 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. If the surety on any bond furnished by Contractor is declared bankrupt, or becomes insolvent, or its right to do business is terminated in any state where any part of the project is located, or it ceases to meet the requirements of clauses (a) and (b) of the preceding paragraph, Contractor shall within five (5) days thereafter substitute another bond and surety, both of which shall be acceptable to OWNER. 13. Contractor shall be solely responsible for the protection of the Work and material. Contractor shall have no claim against OWNER because of any damage or loss to the Work (except that caused by negligence of OWNER or those for whom OWNER is responsible), and shall be responsible for the complete restoration of damaged Work to its original condition. In the event Contractor's Work is damaged by another party, not under its supervision or control, Contractor shall make its claim directly with the party involved. If a conflict or disagreement develops between Contractor and another party concerning the responsibility for damage or loss to Contractor's Work, such conflict shall not be cause for delay in Contractor's restoration of the damaged Work. 14. Contractor's Insurance: 28 A. Contractor shall purchase and maintain such insurance as will protect it from claims set forth below which may arise out of or result from Contractor's operations under the Agreement, whether such operations be by itself, or by any of its subcontractors, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. All such insurance shall remain in effect until final payment, and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work. In addition, Contractor shall maintain such completed operations insurance for at least one year after final payment. B. Insurance coverages shall be as follows: I. Schedule 1 Construction Services Prior to the commencement of performance of any Preconstruction or Schedule 1 Construction Services for Eagle County, the successful respondent shall furnish to Eagle County a certificate of insurance documenting it has obtained insurance coverage for its operations on the Project, including, but not limited to the following: 1. Workmen's Compensation insurance shall provide coverage as required by the laws of the State of Colorado. Coverage must include by not be limited to: ■ Contractor's statutory liability under the laws of the State of Colorado ■ Employers' liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit, $500,000 each employee. 2. Commercial General Liability Insurance written on ISG occurrence form CG oo 0 t 10193 or its equivalent, 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 with minimum limits as follows: 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 $2,000,000 Employers Liability, including $500,000 Occupational Disease Any one fire $54,400 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 29 aggregate limit and furnish to OWNER a certificate or other document satisfactory to OWNER showing compliance with this provision. 3. Pollution Legal Liability Insurance with minimum limits of liability of $1,000,000 each claim and $2,000,000 annual aggregate naming Eagle County and the Colorado Department of Transportation as an additional insured to the policy. If the policy is a component of the professional liability policy, the additional insured requirement is waived, and the policy shall be written on a claims made form, with an extended reporting period of at least two years following final acceptance of the work. 4. Umbrella or Excess Liability Insurance with minimum limits of $1,000,000. This policy shall become primary (drop down) in the event the primary liability policy limits are impaired or exhausted. The policy shall be written on an occurrence form and shall be following form of the primary. The following form excess liability shall include Eagle County and CDOT as additional insureds. 5. 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. b. 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. 7. Completed Operations Liability Insurance for a minimum period of one year following final acceptance of the work. All policies required above (except worker's compensation and employer's liability) must include Eagle County, the Town of Eagle, CDOT as "Additional Insured" using ISO Additional Insured Endorsements GC 20 26 and CA 20 48 (or substitute forms providing equivalent coverage. II. Schedule 2 Construction Services Prior to the commencement of performance of any Schedule 2 Construction Services for Eagle County, the successful respondent shall furnish to Eagle County a certificate of insurance documenting it has obtained insurance coverage for its operations on the Project, including, but not limited to the following: 1. Contractor's Workmen's Compensation insurance must contain the following endorsement, which must be stated on the certificate of insurance: • Alternate Employer endorsement ISO form WC 00 03 01 A (or a substitute form providing equivalent coverage) showing Union Pacific Railroad in the schedule as the alternate employer (or a substitute form providing equivalent coverage). 2. Railroad Protective Liability Insurance written on ISO occurrence form GC 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Union Pacific 30 Railroad as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. The definition of "Job Location" and "work" on the declaration page of the policy shall refer to the Contractor's Right of Entry Agreement between Contractor and Union Pacific Railroad Company. 3. Contractor's Commercial General Liability with coverage amounts of not less than $5,000,000 each occurrence and an aggregate limit of not less than $10,000,000. This coverage must be written on ISD occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage). 4. All policies required above must include Eagle County, the Town of Eagle, MOT and UPRR as "Additional Insured" using ISD Additional Insured Endorsements GC 20 26 and CA 20 48 (or substitute forms providing equivalent coverage. The coverage provided to UPRR as additional insured shall, to the extent provided under ISO Additional Insured Endorsement GC 20 26 48 provide coverage for UPRR's negligence whether sole or partial, active or passive, and shall not be limited by Contractor's liability under the indemnity provisions of any agreement between UPRR and Contractor. C. Certificates of Insurance: Certificates of Insurance acceptable to OWNER shall be filed with OWNER with respect to each contractor and subcontractor prior to commencement of the Work. These Certificates shall contain provisions naming OWNER and other public -agency property owners as an additional insured under Contractor's insurance, as more fully required by the General Conditions herein, and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given OWNER. Contractor and its subcontractors shall not permit any of its subcontractors to start Work until all required insurance have been obtained and certificates with the proper endorsements have been filed with OWNER. Failure of Contractor to comply with the foregoing insurance requirements shall in no way waive OWNER's rights hereunder. 15. OWNER, at its option, may purchase and maintain such liability insurance as will protect it against claims which may arise from operations under this contract. Purchasing and maintaining such insurance, however, will not relieve Contractor from purchasing and maintaining the insurance hereinbefore specified. 16. Before permitting any of its subcontractors to perform any Work under this contract, Contractor shall either (a) require each of its subcontractors to procure and maintain during the life of its subcontracts, Subcontractor's General Liability and Property Damage Insurance of the types and in the amounts as may be applicable to its Work, which type and amounts shall be subject to the approval of OWNER, or (b) insure the activities of its subcontractors in its own policy. Subcontractor's limits of liability shall not be less than $1,000,000 per occurrence/$ 2,000,000 aggregate. 17. The Contractor shall indemnify and hold harmless OWNER and Eagle County, and any of their respective officers, agents and employees against any losses, claims, damages or liabilities for which OWNER or Eagle County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its Subcontractors hereunder; 3t and Contractor shall reimburse OWNER and/or Eagle County for reasonable attorney fees and costs, legal and other expenses incurred by OWNER and/or Eagle 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 OWNER or Eagle County to the extent that OWNER or Eagle County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 18. Progress Payments: Not more often than once a month, Contractor shall submit to OWNER an application for payment filled out and signed by Contractor covering the work completed as of the date of the application, and accompanied by such supporting documentation as OWNER may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to OWNER, as will establish OWNER's title to the material and equipment, and protect OWNER's interest therein, including applicable insurance. Each subsequent application for payment shall include an affidavit of Contractor stating that all previous progress payments received on account of the work have been applied to discharge in full all of Contractor's obligations reflected in prior applications for payment. The amount of retention with respect to progress payments will be as stipulated in the Agreement. OWNER will, within ten days after receipt of each application for payment, either indicate in writing a recommendation of payment, or return the application to Contractor indicating in writing its reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the application. OWNER shall, within ten days of recommendation of payment, pay Contractor the amount recommended. 19. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to OWNER at the time of payment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens"). 20. Final Payment: A. 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. B. After Contractor has completed all such corrections to the satisfaction of OWNER, and delivered all maintenance and operating instructions, guarantees, bonds, certificates of inspection, Contractor may make application for final payment following the procedure for progress payments. The final application for payment shall be 32 accompanied by all documentation called for in the contract documents, and such other data and schedules as OWNER may reasonably require, together with complete and legally effective releases or waivers (satisfactory to OWNER) of all liens arising out of, or filed in connection with the work. In lieu thereof, and as approved by OWNER, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the releases and receipts include all labor, services, 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 its property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to OWNER to indemnify OWNER against any lien. 21. Final payment shall not become due until Contractor submits to OWNER releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests or encumbrances arising out of the Work. Final payment is subject to the Final Settlement requirements and time periods set forth in C.R.S. §38-26-107. 21.1 OWNER shall not authorize final payment until all items on the punch list have been completed, the Engineer issues its Final Certificate of Completion, the Notice of Acceptance is issued, and the Notice of Contractor's Final Settlement Date is published and at least 30 days have expired with no claims Fled. 21.2. Before OWNER may advertise, Contractor shall: A. Deliver to the Eagle County Project Manager for review: All guaranties and warranties; 2. A letter confirming that sales taxes from which the OWNER is exempt have not been paid; 3. Satisfactory evidence that all payroll, material bills, and other indebtedness connected with the Work have been paid or otherwise satisfied or will be paid evidenced by the provision of conditional lien release waivers; 4. A complete and final waiver and/or release of any and all lien rights and liens from each subcontractor of all tiers, material, men, supplier, manufacturer and dealer for all labor, equipment and material used or furnished by each on the Work which may be in the form of a conditional lien release waiver conditioned upon final payment by OWNER; 5. Consent of the surety to final payment; and 6. Any other documents required to be furnished by the Contract Documents. 33 B. Demonstrate to the operating personnel of the OWNER the proper operation and maintenance of all equipment. 21.3. Upon completion of the foregoing, Contractor's Settlement shall be advertised in accordance with Colorado law. On the date of final settlement thus advertised, and after Contractor has submitted a written notice that no claims have been filed, final payment and settlement shall be made in full. 21.4. Pursuant to C.R.S. §38-26-107, if any unpaid claim for labor, materials, rental machinery, tools, supplies, or equipment is filed before payment in full of all sums due Contractor, OWNER shall withhold from Contractor sufficient funds to insure the payment of such claim, until the same shall have been paid or withdrawn, such payment or withdrawal to be evidenced by filing a receipt in full or an order for withdrawal signed by the claimant or its duly authorized agent or assignee. 21.5. The making of final payment, after the Date of the Notice of Contractor Settlement of the Project, shall constitute a waiver of all claims by OWNER except those arising from: A. Unsettled Claims; B. Faulty or defective work appearing after Completion of the Work; C. Failure of the Work to comply with the requirements of the Contract Documents; or D. Terms of any warranties or special warranties required by the Contract Documents. 21.6. The acceptance of final payment, after the Date of the Notice of Contractor Settlement of the Project, shall constitute a waiver of all claims by Contractor except those previously made in writing and separately identified by Contractor as unsettled in the final Project Application for Payment. 21.7. All provisions of the Contract Documents including without limitation those establishing obligations and procedures, shall remain in full force and effect notwithstanding the making or acceptance of final payment. 22. Contractor's obligation to perform and complete the Work in accordance with the contract documents shall be absolute. Neither the recommendation of any progress or final payment nor the payment by OWNER to Contractor under the contract documents, nor any use or occupancy of the Work or any part thereof by OWNER, nor any act of acceptance by OWNER, nor any failure to do so, nor any correction of defective Work by OWNER shall constitute an acceptance of Work not in accordance with the contract documents or a release of Contractor's obligation to perform the Work in accordance with the contract documents. 23. Any work in accordance with the Contract Documents that OWNER finds improper, Contractor will correct said work in a timely manner so as not to delay completion of the project. 34 24. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails within a ten (10) day period after receipt of written notice from OWNER to correct such default or neglect with diligence and promptness, OWNER may, without prejudice to other remedies, correct such deficiencies and Contractor shall be responsible for the cost of such correction. 25. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Agreement. Contractor shall promptly remedy damage and loss to property caused in whole or in part by Contractor, or by anyone for whose acts Contractor may be liable. 26. Contractor shall promptly correct Work rejected by OWNER as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. 27. Contractor warrants and guarantees to OWNER that all Work will be in accordance with the Contract Documents and will not be defective. Prompt notice of all defects shall be given to Contractor. If, within one year after the date of completion, or such longer period of time as may be prescribed by law, prescribed by the terms of any applicable warranty given by a materials supplier or required by or a part of the Agreement, any Work is found to be defective, Contractor shall promptly, without cost to OWNER, and in accordance with OWNER's written instructions, either correct such defective Work, or, if it has been rejected by OWNER, remove it from the site, and replace it with 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. 28. The performance of the Work may be terminated at any time in whole, or from time to time in part, by OWNER for its convenience. Any such termination shall be effected by delivery to Contractor of a written notice ("Notice of Termination") specifying the extent to which performance of the Work is terminated and the date upon which termination becomes effective. After receipt of a Notice of Termination, and except as otherwise directed by OWNER, Contractor shall, in good faith, and to the best of its ability, do all things necessary, in the light of such notice and of such requests in implementation thereof as OWNER may make, to assure the efficient, proper closeout of the terminated Work (including the protection of OWNER's property). Among other things, Contractor shall, except as otherwise directed or approved by OWNER: A. stop the Work on the date and to the extent specified in the Notice of Termination; B. place no further orders or subcontracts for services, equipment or materials except as may be necessary for completion of such portion of the Work as is not terminated; 35 C. terminate all orders and subcontracts to the extent that they relate to the performance of Work terminated by the Notice of Termination; D. assign to OWNER, in the manner and to the extent directed by it, all of the right, title and interest of Contractor under the orders or subcontracts so terminated, in which case OWNER shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; E. with the approval of OWNER, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and F. deliver to OWNER, when and as directed by OWNER, all documents and all property which, if the Work had been completed, Contractor would be required to account for or deliver to OWNER, and transfer title to such property to OWNER to the extent not already transferred. In the event of such termination, Contractor shall be entitled to payment for the work performed prior to the termination date, all direct costs associated with the work up to the termination date and the Construction Services Fee for the work performed prior to the termination date at the rate identified in Article 5 of the Agreement. 29. Contractor acknowledges that for public works financed in whole or in part by funds of the state of Colorado and/or OWNER, and pursuant to section Title 8-17-101, C.R.S. (1973) Colorado labor shall be employed to perform the Work in the extent of not less than eighty percent (80%) of each type or class of labor in the several classifications of skilled and common labor employed in the Work. For purposes of this provision, "Colorado labor" means "any person who is a resident of the state of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age, or religion except when sex or age is a bona fide occupational qualification. 30. Contractor agrees to comply with the letter and spirit of the Colorado Anti -discrimination Act of 1957, as amended, and other applicable laws respecting discrimination and unfair employment practices. Pursuant thereto, the following provision shall be contained in all OWNER contracts or subcontracts: during the performance of this Contract, Contractor agrees as follows: A. Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical disability, sexual orientation, or age. Contractor will take affirmative action to insure that applicants are employed and that employees are treated during employment, without regard to the above mentioned characteristics. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; lay-offs or terminations; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants 36 for employment, notices to be provided by the contracting officer setting forth provisions of this non-discrimination clause. B. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical disability, or age. 37 Page 1 of 4 Exhibit A: CM/PC Fee Structure (TABLE X.A in the Request for Proposals } Eagle to Horn Ranch Trail n p y „ 0 mn o A a 0 w C „ », ' C_ O m n �• 0 h CD 03 o Comments R o 2 A. PROJECT MANAGEMENT 1 Review Design Concepts x 2 Site Use Recommendations x 3 Material Selection Recommendations x 4 Bridge Building Systems Recommendations x 5 Construction Feasibility Recommendations x 6 Construction Scheduling Recommendations x 7 Informal Value Engineering x 8 Formal Value Engineering x 9 Material Availability Review x 10 Equipment Availability Review x 11 Construction Logistical & Execution Plan x B. PROJECT COST CONTROL 1 Total Project Cost Budget x 2 Construction Cost Budget x 3 Schematic Design Cost Estimate x 4 Prepare Cost Estimate x 5 Prepare Proposal x 6 Construction Cash Flow Projections (Monthly) x 7 Material Surveys & Trade Contractor Estimates x 8 Set -Up Cost Accounting x 9 Set -Up Reporting Methods x 10 Set -Up Payment Procedure x 11 Set -Up Change Order Procedure x 12 Prepare Change Order Cost Estimates x 13 Verify Correctness of Quantities & Prices of All COs x 14 Continued Project Cost Monitoring x x C. PROJECT SCHEDULING 1 Preconstruction Activity Schedule (Bar Chart) x 2 Construction Activity Schedule (CPM Set -Up) x 3 Const Activity Schedule wl Milestones CPM Updates) x 4 Shop Drawing & Submittal Schedule 1 Procedure x 5 Mock -Up Schedule & Procedure 6 Short -Interval Schedules x 7 Occupancy Schedules D. CONTRACT DOCUMENT COORDINATION 1 Constructi bi lity Review & Recommendations x 3 Review For Jurisdictional Overlap x x 4 Review For Inclusion of All Work x 5 Review For Adequately Phased Construction x 6 Identify Long -Lead Items x 7 Identify Material Shortages x E. GENERAL CONTRACTOR OFF-SITE STAFF & SERVICES 1 Corporate Executives x x 2 Principal In Charge x x 3 Project Executive x x 4 Operations Manager x x 5 Construction Manager x x 6 Project Manager x x 7 Project Engineer x x 9 Safety Manager/ Field Audit x x 11 Human Resources x x 12 Secretarial x x 13 Project Estimating x x 14 Project Accounting x x 15 Project Data Processing x x 16 1 Project Scheduling x I x Page 1 of 4 Page 2 of 4 Exhibit A: CM/PC Fee Structure (TABLE X.A in the Request for Proposals } Eagle to Horn Ranch Trail n p yw „ 0 mn o A a 0 C „ R ' C_ n h o o O m �• 0 CD 03 Comments R 2 17 Project Purchasing x x 18 Basic Legal Services x x 19 Home Office Operating Expenses x x 20 Benefits for Above Personnel x x 21 Vacations for Above Personnel x x 22 Bonuses for Above Personnel If An x x F. GENERAL CONTRACTOR ON-SITE STAFF & SERVICES 1 Project Manager(s) x 2 Project Superintendent(s) x 3 Assistant Superintendent(s) x 4 Project Engineer(s) x 5 Field Engineer(s) x 7 Quality Control Engineer As Re uired x 8 Project Assistant 1 Clerk 1 Typist (As Required) x 9 Safety Engineer (As Required) x 10 Field Accounting x 11 Data Processing x 12 Field Engineering & Layout x 13 Registered Surveyor (As Required) x 14 Meals & Lodging As R uired x x 16 Personnel Subsistance Costs x 17 Benefits for Above Personnel x 18 Vacations for Above Personnel x 19 Bonuses for Above Personnel If An x G. QUALITY CONTROL 1 WARRANTY 1 Implement & Submit Construction Quality Control Plan x 2 Quality Control Inspection Responsibility x x x 3 Field Inspector x x x 4 Inspector's Transportation x x 5 Inspector'sEquipment x x 6 Testing & Inspections x 7 Concrete Testing x x 8 Asphalt Testing x x 9 Compaction Testing x x 10 Soils Iavesti ations 1 Geotechnicial Reports x 11 Environmental Testing x 12 Environmental Inspection x 13 Environmental Cleanup Coordination 1 Govt Document x 14 Project Progress Photographs x 15 Warranty Inspections Coordination x 16 Drug Testing & Screening (Field Personnel) x 17 Warranty Inspections Coordination x 18 Warranty Service Cost Reserves x 19 Prepare Punch Lists x x 20 Approve Punch List(s) x x H. TEMPORARY FACILITIES 1 Temporary Field Office Facility x 2 Field Office Furniture & Equipment x 3 Field Office Copier(s) x 4 Field Office Fax Machines x 5 Field Office Computer(s) & Software x 6 Field Office Supplies x 7 CM/PC's Storage Trailers 1 Sheds x 8 Field Office Equipment Maintenance & Repairs x 9 Project Sin x 10 Directional /Warning Signs x 11 Bulletin Boards x 12 Potable Drinking Water 1 Ice 1 Cups x Page 2 of 4 Page 3 of 4 Exhibit A: CM/PC Fee Structure (TABLE X.A in the Request for Proposals } Eagle to Horn Ranch Trail n p y „ 0 mn o A a 0 w C „ », ' C_ n h o o O m �• 0 CD 03 Comments R 2 13 Temporary Toilets 1 Sanitary Sewer x 14 Temporary Construction Fencing 1 Silt Fencing x 15 Barricades x 16 Safety Equipment x 17 First Aid Station & Supplies x 18 Handrails/ Toe Boards 1 Opening Protection x 19 Fire Extinguishers x 20 Flagman 1 Traffic Control x 22 ALL TEMPORARY FACILITY FIELD OFFICE UTILITIES x J. CLEAN-UP 1 Daily Clean -U x 2 Final Clean -Up x 3 Debris Hauling/Removal 4 Trash Dumpsters 5 Dump Permits & Fees x 6 Dust Control K. WEATHER PROTECTION 1 TEMPORARY HEATING 1 Rem owe Snow & Ice Site x 3 Temporary Weather Protection for Sub Trades x 4 Temporary Heating Equipment for Sub Trades x 8 Temporary Heat Energy 1 Fuel x L. ON-SITE EQUIPMENT 1 HOISTING 1 Automobile(s) & Fuel x 2 Pick -Up Truck(s) & Fuel x 3 Tires & Maintenance Cost for CM1PC Equipment x 4 Hoisting Equipment & Fuel x 5 Mobile Crane(s) x 6 MateriallPersonnel Hoist(s) x 7 Crane & Hoist Operator(s) x 8 2 -Way Radio Equipment x M. SMALL TOOLS & EXPENDABLE SUPPLIES 1 Small Tods CM1PC's Onl x 2 Expendable Supplies CM1PC's Onl x N. DOCUMENT REPRODUCTION 1 PRINTING 1 Cost Study Drawin s& Specifications x x 2 Bid Package Drawings & Specifications x x 3 Construction Drawings & Specifications (5 Sets Max.) x 5 Bidding Instructions x 6 Postage & Express Delivery Costs x 7 Subcontract & Supplier Contract Agreement Forms x 8 Shop Drawing Reproduction x 9 Printing & Duplication Expense Miscellaneous x x 10 As -Built Documents Mark-ups & Recordin x 11 As -Built Documents (Computer Aided Drafting) 12 As -Built Documents (Printing) x 13 Estimating Forms x x 14 Schedule Report Forms x x 15 Accounting Forms x x 16 Field Reporting Forms x 17 Cost Reporting Forms x 18 Special Forms x x P. PERMITS & FEES 1 IGA and Easement Agreement with Town of Eagle x Page 3 of 4 Page 4 of 4 Exhibit A: CM/PC Fee Structure (TABLE X.A in the Request for Proposals } Eagle to Horn Ranch Trail n p y „ 0 mn o A a 0 w C „ », ' C_ n h o o O m �• CD 0 03 Comments R 2 2 Permit to Construct within the Town ROW- Town of Eagle x 3 Temporary Construction Easement with Trinity RED x 4 Construction Easement with Red Mountain Ranch x 5 Construction Easement with School District x 6 BLMPermit- TraiIConstruction x 7 BLM Permit - Staging Area x 8 License Agreem ent for Trail with UP x 9 Contractors Right of Entry Permit with UP x 10 Special Use Permit with CDOT x 11 Horn Ranch Road UPRR Crossing Authorization x 12 Nationwide Permit with USACOE x 13 Grading Permit with Eagle County Engineering Department x 14 1 Flood Iain Permit with Eagle C ounty Engineering De artment x 15 Eagle County Landfill Fees if needed x 16 Construction Easement with Eagle Valley Land Trust x 17 Storm Water Discharge Permit with State of Colorado x Q. OTHER COSTS 1 Sales & Use Taxes (As Required)[EXEMPT for materials in project only) x 2 IConstruction Labor Costs x 3 Construction Material Costs I x 4 Construction Equipment Costs x 5 Cost of Design & Engineering x 6 Preliminary Soils Investi gation x 7 Financing 1 Interest Cost x x 8 1 Interim Financing Costs x x 9 Financial Responsibilities x 10 Proposal x 11 Weelky Project Team & Subcontractor Meetings x x x 12 Weelky Project Meeting Minutes & Distribution x Page 4 of 4 Exhibit B: direct Cost Proposal Form: Schedulle 1 EAGLE VALLEY TFLNIL - EAGLE TO HORN RANCH COOT REF. NO. CONTRACT ITEM UNIT 'QUANTITY SCHED41 i0- 191+75 DIRECT UNIT COST ONLY DIRECT COST ESTIMATE 201-00000 CLEARING AND GRUBBING L S 1 $ 20,835.00 $ 20,835.00 202-01000 REMOVAL OF FENCE LF $43 $ 1.39 $ 893.77 202-00x26 REMOVAL OF SLOPE AND DITCH PAVING SY 0 $ - $ - 202-COMS REMOVAL OF PIPE LF 81 $ 11.11 $ 899.91 202-00810 REMOVAL OF GROUND SIGN EACH 0 $ - $ - 202-01035 REMOVAL OF GATE EACH 0 $ - $ - =-aaoso EMBANKMENT MATERIAL (COMPLETE IN PLACE) CY 10600 $ 37.04 $ 392,624.00 20300012 UNCLASSIFIED EXCAVATION (COMPLETE IN PLACE) (SPECIAL) CY 400 $ 22.22 $ 8,888.00 207-00205 TOPSOIL CY 1607 $ 25.93 $ 41,669.51 207-00210 STOCKPILE TOPSOIL CY 4474 $ 18.52 $ 82,858.48 208-00002 EROSION LOG (12 INCH) LF 16260 $ 2.82 $ 45,853.20 208-00040 CHECK DAM EACH 28 $ 92.60 $ 2,592.80 208-00045 CONCRETE WASHOUT STRUCTURE EACH 1 $ 0.93 $ 0.93 20MOO70 VEHICLE TRACKING PAD EACH 3 $ 2,222.40 $ 6,667.20 ma -a( 0e EROSION CONTROL SUPERVISOR DAY 40 $ 46.30 $ 1,852.00 210-07000 RESET FENCE (BARBED VhARE) LF $23 $ 4.12 $ 2,569.79 210-01001 RESET FENCE (CHAIN LINK) LF 180 $ 12.04 $ 2,167.20 210-01011 RESET GATE EACH 1 $ 185.20 $ 185.20 21002510 RESET IRRIGATION SYSTEM L S 1 $ 2,385.38 $ 2,385.38 210-04010 ADJUST MANHOLE EACH 6 $ 138.90 $ 833.40 212-00006 SEEDING (NATIVE) EACH 4.7 $ 387.99 $ 1,823.55 212-00032 SOIL CONDITIONING ACRE 4.7 $ 3,518.80 $ 16,538.36 213-00004 MULCHING (WEED FREE STRAW) ACRE 4.7 $ 481.52 $ 2,263.14 213-00061 MULCH TACKIFIER LB 468 $ 1.85 $ 865.80 2134=8 18 INCH ROOT BARRIER LF 2047 $ 20.84 $ 42,659.48 216-00021 SOIL RETENTION BLANKET {CLASS 1) Sy 1036 $ 1.77 $ 1,833.72 304oma0 AGGREGATE BASE COURSE (CLASS 6) TON 9027 $ 29.63 $ 297,462.03 40334721 HOT MIX ASPHALT (GRADING SX) (75) (PG 58-28) TON 3470 $ 94.45 $ 327,721.48 420-00132 GEOTEXTILE (SEPARATOR) (CLASS 1) Sy 2090 $ 1.67 $ 3,490.30 samia6a MICROPILE (S INCH) EACH 0 $ - $ - 504-03412 RETAINING (BOULDER HEADWALL, 12') EACH 2 $ 277.80 $ 555.60 504-03418 RETAINING (BOULDER HEADWALL, 19') EACH 0 $ - $ - 504-03424 RETAINING (BOULDER HEADWALL, 2*') EACH 2 $ 509.30 $ 1,018.60 sa4-03430 RETAINING {BOULDER HEADWALL, W0 EACH 0 $ - $ - 504-03472 RETAINING (BOULDER HEADWALL, 72") CY 0 $ - $ - 50404230 LARGE BLOCK RETAINING WALL SF 3952 $ 57.41 $ 226,884.32 506-00206 RIPRAP (S INCH) CY 0 $ - $ - sa6-002a9 RIPRAP (9 INCH) CY 5 $ 115.75 $ $00.19 506-00212 RIPRAP (12 INCH) CY 18 $ 125.01 $ 2,298.80 507-000ao CONCRETE SLOPE AND DITCH PAVING CY 0 $ - $ - 51401020 3 -RAIL PEDESTRIAN RAILING (rIMBER) LF 1621 $ 26.16 $ 42,405.36 514-01o3a SAFETY PEDESTRIAN RAILING {TIMBER) LF 310 $ 27.13 $ 8,410.30 514-0lo4o BRIDGE RAIL (SPECIAL) LF 0 $ - $ - 601-01000 CONCRETE CLASS B CY 0 $ - $ - 601-03000 CONCRETE CLASS D CY 0 $ - $ - Exhibit B: direct Cost Proposal Form: Scheduile 1 EAGLE VALLEY TFLNIL - EAGLE TO HORN RANCH COOT REF. NO. CONTRACT ITEM UNIT 'QUANTITY SCHED41 0 • 191+75 DIRECT UNIT COST ONLY DIRECT COST ESTIMATE 602-00020 REINFORCING STEEL (EPDXY COATED) L6 0 $ - $ - 693-19124 12 INCH HDPE PIPE LF 87 $ 41.34 $ 3,596.42 6w-io1so 18 INCH HDPE PIPE LF 323 $ 53.66 $ 17,331.85 603-10240 24 INCH HDPE PIPE LF 170 $ $7.18 $ 11,420.30 603-10300 30 INCH HDPE PIPE LF 104 $ 83.26 $ 8,658.78 w3-iomc 36 INCH HDPE PIPE LF 30 $ 120.16 $ 3,604.80 601-10720 72 INCH CORRUGATED STEEL PIPE LF 0 $ - $ - 603-15WO 30 INCH EQUIVALENT CORRUGATED STEEL PIPE ARCH LF 820 $ $6.58 $ 54,595.60 603-15060 60 INCH EQUIVALENT CORRUGATED STEEL PIPE ARCH LF 0 $ - $ - 6fl4U930s INLET TYPE C (5 FOOT) EACH 0 $ - $ - w4-39ow MAN HOLE(SPECIAL, 304+93) EACH 0 $ - $ - 60439006 MANHOLE (SPECIAL, IRR 6 $ DIAy EACH 3 $ 3,194.70 $ 9,584.10 607-01100 FENCE BARBED WIRE WITH TREATED WOODEN POSTS LF 8529 $ 3.47 $ 29,596.67 607-11350 IFENCE DEER LF 264 $ 12.59 $ 3,323.76 6v-iissa FENCE (TEMPORARY) LF 1295 $ 1.50 $ 1,942.50 607-60109 8 FOOT GATE LF 0 $ - $ - 60MOOl5 DETECTABLE WARNINGS SF 0 $ - $ - 6n-cocio DELINEATOR (SPECIAL) (OM -3, SIGN POST MOUNTEDy EACH 1 $ 18.52 $ 18.52 e12-00011 DELINEATOR (SPECIAL) [OM -3, POWER POLE MOUNTEDy EACH 12 $ 9.26 $ 111.12 614-00037 SIGN PANEL (SPECIAL) EACH 35 $ 226.87 $ 7,940.45 618-06032 PRESTRESSED CONCRETE SLAB (DEPTH LESS THAN 6INCHES) SF 0 $ - $ - 62"0020 SANITARY FACILITY EACH 1 $ 926.00 $ 926.00 625-00000 CONSTRUCTION SURVEYING L S 1 $ 41,670.00 $ 41,670.00 626-00000 MOBILIZATION LS 1 $ 55,560.00 $ 55,560.00 63"0008 TRAFFIC CONTROL (SPECIAL) LS 1 $ 1,389.00 $ 1,389.00 TOTAL DIRECT COST, SCHEDULE 1 ONLY $ 1.811.936.15 Exhibit B: Direct Cost Proposal Form: Schedule 2 EAGLE 1'ALLEYTRNL-EAGLE TO HO RN RANCH "-DOT REF HO. CONTRACT ITM UNIT QUANTITY SCHED #2 191+75 -END DIRECTUNIT COST ONLY DIRECT COST ESTIMATE 2D7-00000 CLEARING AND GRUB SING LS 1 $ 42,721.03 $ 42,721.03 2D2-01900 REMOVAL OF FENCE LF 2349 $ 1.39 $ 3,253.99 202-00028 REMOVAL OF SLOPE AND DITCH PAVING SY 21 $ 27.78 $ 583.38 202-00035 REMOVAL OF PIPE LF 7 $ 11.11 $ 77.77 2D2-00810 REMOVAL OF GROUND SIGN EACH 8 $ 89.44 $ 418.84 2D2-01035 REMOVALOFGATE EACH 1 $ 92.59 $ 92.59 2D3-00060 EMBANKMENT IMAT ERIAL (COMPLETE IN PLACE) CY 12900 $ 37.04 $ 477,818.00 2D3-00012 UNCLASSIFIED EXCAVATION (COMPLETE IN PLACE) (SPECIAL) CY 5100 $ 2222 $ 135,542.00 27-00205 TOPSOIL CY 2434 $ 25.93 $ 83,113.82 2D7-00210 STOCKPILE TOPSOIL CY 4383 $ 18.52 $ 81,173.18 208-00002 EROSION LOG (12 INCH) LF 13310 $ 2.82 $ 37,53420 208-00040 CHECK DAM EACH 22 $ 92.59 $ 2,038.98 208-M045 CONCRETE WASHOUT STRUCTURE EACH 1 $ 482.95 $ 482.95 208-00070 VEHICLE TRACKING PAD EACH 2 $ 2,222.18 $ 4,444.32 208-00208 EROSION CONTROL SUPERVISOR DAY 40 $ 48.30 $ 1,852.00 210-01000 RESET FENCE (BARBED VOR E) LF 99 $ 4.12 $ 407.88 210-01001 RESET FENCE (CHAIN LINK) LF 327 $ 1204. $ 3,937.08 210-01011 RESET GATE EACH 0 $ $ - 210-02510 RESET IRRIGATION SYSTEM L S 0 $ - $ - 210-04010 JADJUST MANHOLE EACH 0 $ - $ - 212-00008 SEEDING (NATIVE) EACH 3.8 $ 387.95 $ 1,47421 212-00032 SOIL CONDITIONING ACRE 3.8 $ 3,518.42 $ 13,370.00 213-00009 MULCHING (WEED FREE STRAW) ACRE 3.8 $ 481.47 $ 1,829.59 213-00081 MULCH TACKIFIER LB 382 $ 1.85 $ 708.70 213-00218 18 INCH ROOT BARRIER LF 2325 $ 2083. $ 48,450.58 218-00021 SOIL RETENTION BLANKET (CLASS 1) SY 2844 $ 1.77 $ 5,033.88 304-08000 AGGREGATE BASE COURSE (CLASS 8) TON 7314 $ 29.83 $ 218,713.82 403-34721 HOT MIX ASPHALT (GRADING SX) (75) (PG 58-28) TON 2855 $ 94.44 $ 251,777.04 420-00132 GEOTEXTILE (SEPARATOR) (CLASS 1) SY 1710 $ 1.57 $ 2,855.70 503-01080 MICROPILE (5 INCH) EACH 21 $ 1,982.91 $ 41,221.11 504-00412 RETAINING (BOULDER HEADWALL, 12") EACH 0 $ - $ - 504-03418 RETAINING (BOULDER HEADWALL, 18") EACH 3 $ 418.88 $ 1,249.98 504-03424 RETAINING (BOULDER HEADWALL, 24") EACH 1 $ 50925 $ 50925 504-03430 RETAINING (BOULDER HEADWALL, 30") EACH 1 $ 894.43 $ 894.43 504-03472 RETAINING (BOULDER HEADWALL, 72") CY 8 $ 152.77 $ 918.82 504-04230 LARGE BLOCK RETAINING WALL SF 17321 $ 57.41 $ 994,398.81 508-00208 RIPRAP (5 INCH) CY 4 $ 115.74 $ 482.98 508-00204 RIPRAP (9 INCH) CY 7 $ 115.74 $ 810.18 508-00212 RIPRAP (12 INCH) CY 13 $ 125.00 $ 1,825.00 507-00000 CONCRETE SLOPE AND DITCH PAVING CY 1 $ 1,188.83 $ 1,188.83 514-01020 3 -RAIL PEDESTRIAN RAILING (TIMBER) LF 4144 $ 25.15 $ 108,407.04 514-01030 SAFETY PEDESTRIAN RAILING (TIMBER) LF 1850 $ 27.13 $ 44,784.50 514-01040 BRIDGE RAIL (SPECIAL) LF 298 $ 31.48 $ 9,318.08 801-01000 CONCRETE CLASS B CY 29 $ 1,188.53 $ 33,83227 807-0(1000 ICONCRETE CLASS D CY 8 $ 1,955.53 $ 9,333.04 Exhibit B: Direct Cost Proposal Form: Schedule 2 EAGLE VALLEYTRNL- EAGLE TOHORN RANCH CDDT REF NO. CONTRACT ITM UNIT DUANT<TY SCHED#2 191+75 - END DIRECT UNIT COST ONLY DIRECT COST ESTIMATE en-oo= REINFORCING STEEL (EPDXY COATED) LB 3510 S 2.31 S 8,108.10 603-10120 12 INCH CORRUGATED STEEL PIPE LF 20 $ 43.05 S 851.00 603-10190 18 INCH CORRUGATED STEEL PIPE LF 473 $ 52.54 $ 24,851.42 603-10240 24 INCH CORRUGATED STEEL PIPE LF 201 $ 59.54 $ 11,957.54 603-10300 39 INCH CORRUGATED STEEL PIPE LF 130 $ 53.55 $ 8,275.80 803-10380 36 INCH CORRUGATED STEEL PIPE LF 75 $ 81.02 $ 5,075.50 603-1072D 72 INCH CORRUGATED STEEL PIPE LF 30 $ 149.02 $ 4,470.59 603-15030 39 INCH EQUIVALENT CORRUGATED STEEL PIPE ARCH LF 9 Is 55.57 $ - 803-15080 60 INCH EQUIVALENT CORRUGATED STEEL PIPE ARCH LF 59 $ 193.70 $ 11,522.00 804-00305 INLET TYPE C (5 FOOT) EACH 2 $ 2,222.15 $ 4,444.32 604-39000 MANHOLE (SPECIAL, 394+93) EACH 1 $ 5,94425 $ 5,944.25 604-39008 IMANHOLE (SPECIAL, IRR 5 ft DIA) EACH 0 $ - $ - 807-01100 FENCE BARBED WIRE WITH TREATED WOODEN POSTS LF 0 $ - $ - 607-11350 FENCE DEER LF 939 $ 12.59 $ 11,822.91 607-11590 FENCE (TEMPORARY) LF 814 $ 1.50 $ 1,221.00 607-ON08 8 FOOT GATE LF 24 $ 23.15 $ 555.59 609-0o015 DETECTABLE WARNINGS SF 32 $ 115.74 $ 3,793.58 812-00010 DELINEATOR (SPECIAL) (OM -3, SIGN POST MOUNTED) EACH 9 $ - $ - 612-MOII DE LINEAT 0R(SP ECIAL) (OM -3, POWER POLE MOUNTED) EACH 9 $ - $ - 614-MO37 SIGN PANEL(SPECIAL) EACH 19 $ 225.85 $ 2,258.59 819-08032 PRESTRESSED CONCRETE SLAB (DEPTH LESS THAN 5 INCHES) SF 890 $ 152.93 $ 144,295.79 e2O-00020 SANITARY FACILITY EACH 1 $ 1,29525 $ 1,29525 625-MOOO CONSTRUCTION SURVEYING LS 1 $ 49,998.59 $ 49,998.59 e26 -MOOD MOBILIZATION LS 1 $ 781791.50 $ 78,791.59 63o-00048 TRAFFIC CONTROL (SPECIAL) LS 1 $ 1,555.52 $ 1,555.52 TOTAL DIRECT COST, SCHEDULE 1 ONLY 3,029,361.86 Exhibit C (RFP) too large to include. Please see Attorney's Office if copy is required. w� i� UP - I-1111 1 MIN IY 1 LLJ 7a Mill IIIIIIIIIIIII ■1 Exhibit E: CM/PC Fee & Schedule Form Eagle Valley Trail: Eagle to Horn Ranch Eagle County June 20, 2017 Pre -Construction Services Item Description Schedule 1 & 2 1 Pre -Construction Services - Total $7,000.00 Construction Services Item Description Schedule 1 Schedule 2 2 Direct Cost of Work $ 1,811,936.15 $ 3,029,361.86 3 Construction Services Fixed Fee 144,954.89 $ 242,348.95 (9.O% of Direct Cost of Work) Subtotal $ 1,956,891.04 $ 3,271,710.81 4 Construction Change Order Mark-up 5.01/0 5 CM/PC Contingency Force Account $ 97,844.55 $ 163,585.54 (5.0% of 5u btota 1 1) 6 Umbrella & General Liability Insurance $ 19,079.69 $ 31,899.18 (0.97596 of Subtotal 1) 7 Performance & Payment Bond 15,655.13 $ 26,173.69 (0. BOA of 5u btota 1 1) Subtotal $ 132,579.37 $ 221,658.41 Construction Services Totals $2,089,470.41 $3,493,369.22 is Subtotal 1 plus Subtotal 2 Construction Services Total $5,582,839.63 is Schedule 1 Total plus Schedule 2 Tota Guaranteed Maximum Price (GMP) is Pre -Construction Total plus $5,589,839.63 Construction Services Total CERTIFICATE OF LIABILITY INSURANCE DATE{MMIDDIYYYY) ADDL IIWVDPOLICY 12/29/2016 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 INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poficy(les) must he 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 confer rights to the certificate holder in lied of such endorsement{s}. PRODUCER CONTACT Ton a Raymond NAME: Y ym Duddy -Valley Insurance Agency PNOfNo, Ertl (970)248-8300 � {AIC, (97D)242-1894 76x7 Horizon Drive, Suite 302 No,: E-M.AAXAIL tpn a.ra and@mood ans.eom ADDRESS; Y ym y CLAIMS -MADE FX1 OCCUR _ INSURER(S) AFFORDING COVERAGE NA IC 11 Grand Junction Co 81506 _ INSURERA;Cincinnati Insurance Companies INSURED INsuRERs;Pinnacol Assurance 41190 INSURER D ; Ewing Trucking and Construction, LLC. PO Sol[ 2303 INSURER D; - INSURER E Edwards CO 81632 1 ENSURER F : COVkRAGES CERTIFICATE NUMBER:17/18 with forms 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 RESPFCT TO WHICH THIS CERTIFICA'T'E MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES- LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCE ADDL IIWVDPOLICY SUBF - NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE FX1 OCCUR DAMAGE TO RENTED PREMISES Fa occurrence $ 100, 000 MED EXP (Any one person} $ 5,000 X EPPD171971 1/1/2017 1/1/2018 PERSONAL &ADV INJURY 5 1,000,000 Additional insured status GF N'L AGGREGATE LIMIT APPUES PER: GENERAL AGGREGATE S 2, 000 , 000 applies only to the RO-provided X POLICY ❑ )ECT C ]LOC extent in _PRODUCTS - COMPIOP AGG $ 2,000,000 PolulionLlahlfity S 1,000,000 OTHER: Form GA233CO 05/11. AUTOMOBILE LIABILITY COM BINE❑ SINGLE LIMIT - - Ea aor3der7r 1, 000 , O00 __ BODILY INJUIaY (Per person) $ A X ANY AUTO ALL OS SCHEDULED nurOAUTOS X] EBA0171971 1/1/2017 1/1/2018 BODILY INJURY (Per accident) 5 NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE [Aer acrid 11 $ Medical Payment* $ 5,000 X UMBRELLA LIAR X OCCUR EACH OCCURRENCE S 2,000,0 0 A - Ex'CESS LIAR CLAIMS -MADE $ 2 Opo 000_ _AGGREGATE $ DIEDX RETENTION$ 10 000 EPP0171971 1/1/2017 1/1/2018 WORKERS COMPENSATION X PER O7H- AND EMPLOYERS' LIABILITY YIN STATUE _ ER ANY PROP RIEfOMPARTNERIEXECUTIVE N JA E -L. EACH ACCIDENT S , 1,000,000 OFFICERiMFM0ER EXCLUDED? (Mandatory in NH) 1056142 1/1/2017 1/1/207,8 E.L. DISEASE - EA EMPLOYE $ 1,000,000 IF yyes, descries under E.L. DISEASE - POLICY LIMIT $ A 000 DOO DESCRIPTfON OF OPERATIONS below A mot Truck Cargo EPP0171971 ]./]./2017 1/l/201a Single Conveyance $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Additional Remarks Scliedule, may be attached If niore space Is required} Eagle County Government, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are Additional Insureds under the commercial general liability and automobile liability policies of insurance. CERTIFICATE HOLDER CANCELLATION Nicole,trujillo@eaglecount Eagle County Government; 500 Broadway Eagle, CO 81631 ACORD 25 (2014109) INS02512nl4nTi SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED W ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE onya Raymond/TONRAY V 9868-; 014 ACORD CORPORATION, All rights reserved. The ACORD name and logo are registered marks of ACORD Bond Number: 13DO000749645 SUBCONTRACT PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That Ewing Trucking & Construction, LLC of .28 2nd St. $Mite 212 Edwards., CQ 81632 as Principal, hereinafter called Principal, and Nationwide Mutual Insurance Company of as Surety, hereinafter called Surety, are held and firmly bound unto Eagle County Government, PO Box 450, Eagle, CO 81631 as Obligee, hereinafter called Obligee, in the amount of Two Million Eighty -Four Thousand Twenty -Eight Dollars and Sixty -Seven Cents Dollars ($ 2,084,028.67 ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated June 27, 2017 entered into a subcontract with Obligee for Eagle County Trail Construction 6.4 miles Schedule 1 Only In accordance with drawings and specifications prepared by Eagle County PO Box 450, Eagle, CO 816321 , which subcontract Is by reference made a part hereof, and is hereinafter referred to as the subcontract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION Is such that, If Principal shall promptly and faithfully perform said subcontract, then this obligation shall be null and void; otherwise It shall remain in full force and effect. Whenever Principal shall be, and be declared by Obligee to be in default under the subcontract, the Obligee having perofrmed Obligee's obligation thereunder: (1) Surety may promptly remedy the default subject to the provisions of paragraph 3 herein, or; (2) Obllgee after reasonable notice to Surety may, or Surety upon demand of Obligee may arrange for the performance of principal's obligation under the subcontract subject to the provisions of paragraph 3 therein; (3) The balance of the subcontract price, as defined below shall be credited against the reasonable cost of completing performance of the subcontract. If completed by the Obligee, and the reasonable cost exceeds the balance of the subcontract price, the Sruety shall pay to the Obligee such excess, but In no event shall the aggregate liability of the Surety exceed the amount of this bond. If the Surety arranges completion or remedies the default, that portion of the balance of the subcontract price as may be required to complete the subcontract or remedy the default and to reimburse the Surety for Its outlays shall be paid to the Surety at the times and In the manner as said sums would have been payable to Principal had there been no default under the subcontract. The term "balance of the subcontract price," as used In this paragraph, shall mean the total amount payable by Obllgee to Principal under the subcontract and any amendments payable by Obligee to Principal undo rthe subcontract and any amendments thereto, less the amounts heretofore properly paid by Obligee under the subcontract. Any suit under this bond must be Instituted before the expiration of two years from date on which final payment under the subcontract falls due. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the heirs, executors, administrators or successors of the Obligee. Signed and sealed this 5th day of July , 2017 A.D., In the presence of: Ewing Trucking & Construction. LLC (Seal) Principal s Nationwide Mutual Insu nce Company {� Surety By �o; James B. Lummis , Attorney -in -Fact Bond Number. 13D0000749645 SUBCONTRACT LABOR AND MATERIAL PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: That Ewing Trucking & Construction, LLC of , 28 2nd St. Suite 212 Edwards, CO 81632 as Principal, hereinafter called Principal, and Nationwide Mutual insurance Company of 1100 LocUat Street Deot 2006. Des Moines. IA 503092006 as Surety, hereinafter called Surety, are held and firmly bound unto Eaule County Government, PO Box 450, Eagle, CO 81631 _ as Obligee, hereinafter called Obligee, for the use and benefit of claimants as hereinbelow defined, in the amount of Two Million Eighty -Four Thousand Twenty -Eight Dollars and Sixty -Seven Cents Dollars ($ 2,084,028.67 ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated Junc 27, 2017 entered into a subcontract with Obligee for Eagle County Trail Construction 6.4 miles Schedule 1 Only In accordance with drawings and speclficatlons prepared by Eagle County PO Box 450, Eagle, CO 816321 which subcontract is by reference made a part hereof, and Is hereinafter referred to as the subcontract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION Is such that, If Principal shall promptly make payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use In the performance of the subcontract, then this obligation shall be void; otherwise it shall remain in full force and effect, subject, however, to the following conditions: (1) A claimant Is defined as one having a direct contract with the principal for labor, material, or both, used or reasonably required for use in the performance of the contract, labor and material being construed to include that part of water, gas, power, light, heat, all, gasoline, telephone service or rental of equipment directly applicable to the subcontract. (2) The above-named principal and Surety hereby jointly and severally agree with the Obllgee that every claimant as herein deigned, who has not been paid In full before the expiration of a period of ninety (90) days after the date on which the last of such claimant's work or labor was done or performed, or materials were furnished by such claimant, may sue on this bond for the use of such claimant, prosecute the suit to final judgment for such sum or sums as may be justly due claimant, and have execution thereon, The Obligee shall not be liable for the payment of any costs or expenses of any such suit. (3) No suit or action shall be commenced hereunder by any claimant. (a) After the expiration of one (1) year following the date on which Principal ceased work on said subcontract It being understood, however, that if any limitation embodied In this bond Is prohibited by any law controlling the construction hereof such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. (b) Other than in a state court of competent jurisdiction In and for the county or other political subdivision of the state in which the project, or any part thereof, is situated, or in the United States District Court for the district in which the project, or any part thereof, is situated, and not elsewhere. (4) The amount of this bond shall be reduced by and to the extent of any payment or payments made In good faith hereunder. Signed and sealed this 5th day of July , 2017 A.D. In the presence of: Ewing Trucking & Construction, LLC (Seal) Principal i •„�,," 0 Nationwide Mutual Inlance Comeany sem" Surety o� By James B. Lurnmis , Attorney -in -Fact Power of Attorney KNOW ALL MEN BY THESE PRESENTS THAT Nationwide Mutual Insurance Company, an Ohio corporation AMCO Inaueance Company. an lona corporation National Casually Company, an Ohio corporation Allied Property and Casually Insurance Company, an Iowa corporation hereinafter referred to severally as the 'CompoW and collectively ='the Companies" does hereby make, constitute and appoint: JAMES B. LUMMIS BRIAN DERE TINA M. POST CHRISTOPHER ROSE GRAND JUNCTION CO each in their individual capacity, Its true and lawful attorney -In -fact, with full power and authority to sign, seal, and execute on Its behalf any and all bonds and undartakintls. and other oblipalory instruments of similar nature, in penalties not exceeding the sum of ONE MILLION FIVE HUNDRED THOUSAND AND N01100 DOLLARS S I'WA00.00 and to bind the Company thereby, as fully and to the salve extent as K such instruments were signed by the duly authorized aMcals of the Company; and all ads of said Attorney pursuant to the authority g-vanare hereby ratified and confirmed. This power of attw" Is made and executed pursuant to and by authortly of the following resolution duly adopted by the board of dlr win of the Company: "RESOLVED, that the president, or any vice president be, and each hereby Is, authorized and empowered to appohnt attomays-Infad of the Company, and to authorize them to macule and definer an behalf of the Company any and all bonds, forms, applieationa, memorandums, undertakings. n=grrizanaea, transfers, contracts of Indemnify, policim contracts guaranteeing the Adellty of persons lolling positions of public or prtvals treat, and other writings obligatory In mature that the business of the Company may recliner; and to modify or revoke, with or without cause. any such appointment or aulhority; provided, however, that the authority granted hereby stall in no way limit the authority of other duly authorized agents to elan and countersign any of said documents on behalf of the Company.' 'RESOLVED FURTHER, that such attorneys -In -tact shall have lull power and authority to execute and dalhrar any and all such docurmnta and to bind the Comparry subject to the terms and linitati ns of the power of atmmay Issued to them, and to aft Me seal of the Company thereto; provided, however, that saki seal shall not be necessary for the vall ft at any such documents.' This power of attorney Is signed and sealed under and by the Mowing bylaws duly adapted by the board of directors of the Company. Emmilion of Inslnsnerrta. Any vica president, any me a ant secretary or arty assistant Imasu ar shall have the power and authority to sign err atlest all approved documents, instruments, contracts, or other papers in corinealion with the operation of the business of the company In addition to the chairmen of Ike board, the chief execulive otfeer, president. ImmFer or secretary; provided, however, the signature of any of them may be printed, engraved, or stamped an any approved document, contract, instrument, or other papers of the Company. IN WITNESS WHEREOF, the Company has caused this Instrument tops sealed nd duly aIt led by the signature alto officer the 161h day of _February �..^ 2017 �/f +� Anionic C. Albanese, Vita President of Nationwide Mutual Insurance Company, National Casualty Company, AMCO Insurance Company, Allied Property arid CL -wally Insurance Company � f SEAI,L� j'` ArSEAI'i `+, �rI 1,'b+iitiltsrl ACKNOWLEDGMENT STATE OF NEIN YORK, COUNTY OF NEW YORK: as On this 16th day of February , 2017 , before me came the @bow -named officer for the Company aforese d, to me personally known to be the officer described In and who executed the preceding Instrument, and he acknowledged the execution of the same, and being by me duly 'deposes and says, that he Is the officer of the Company aforesaid, that the seat affixed hereto Is the corporate seat of said Company, and the salt corporate seal and his signature vmm duly affixed and subscribed to said insim menthe authority and direction of said Company. BARRY T BASSIS Notary Pubs, Stale of New York No 112 A465MM Ckidlisd rib Naw York Coungr Nd" Pdde Commb ion Exaraa Apd 30.2419 my Ca V*55M EZP— CERTIFICATE APra 30.2010 I. Pareg H. Shah, Assislant Sacrslary of the Company, do hereby aerfify that the foregoing is a full, true and cored copy of the original power of atlomey issued by the Company that the resolution Included therein is a trete and correct transcript from the minutes of the madinge of the boards of directors and the sante has not boar revoked or amended In awry manner; that said Antonio C. Albanese was on the dale of the exacution of the foregoing power of attorney the duly elected officer of to Company, end the corporate seat and his sign@tum as oflicerwere duty affixed and subscribed to the said Instrument by the si*arity of said board of dheclors, wxt the kwagaing power of attorney is sill In til toren and effect IN WITNESS WHEREOF, I have hereunto subscribed my name as Assistant Secretary, and affixed the corpo Company this" 5th day of July 2017 This power of attomey expires. _ A;xi130, 20 ( 9 Assistant 5ecretery BOJ 1(01-117)00 02695