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HomeMy WebLinkAboutECHDA23-01 RA Nelson_West Eagle PRECONSTRUCTION SERVICES AGREEMENT FOR THE EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY WEST EAGLE AFFORDABLE HOUSING DEVELOPMENT THIS AGREEMENT is entered into as of ________________, by and between Eagle County Housing and Development Authority, (“ECHDA”), a body corporate and politic, and RA Nelson LLC, a Colorado corporation (hereinafter referred to as “Contractor”). WHEREAS, ECHDA intends to design and construct an affordable housing development containing approximately 150 sustainable and highly efficient units, internal and external roadways, drainage and ditch facilities, sidewalks, open space, pocket parks, regional trail connections and walking paths located on the approximately 9.5 acres owned by Eagle County and the ECHDA (the “Project”); and WHEREAS, the Architect for the Project is Caddis Collaborative, 1521 Easy Rider Lane #102, Boulder, Co, 80304; and the Engineer for this Project is JVA, Incorporated, 717 Colorado Avenue, Suite 301, Glenwood Springs, CO 81601; and WHEREAS, the ECHDA issued a request for proposals for pre-construction services (“RFP”) to solicit proposals from qualified construction manager/general contractors for professional preconstruction services to facilitate and assist with the design of the Project; and WHEREAS, Contractor submitted a proposal in response to the RFP and was selected by the ECHDA as the successful respondent under the RFP. Contractor’s proposal is attached hereto as Exhibit A; and WHEREAS, Contractor represents to ECHDA 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 Paragraph 2 hereunder. NOW THEREFORE, ECHDA and Contractor, for the consideration hereinafter set forth, agree as follows: 1. Definitions: 1.1. "Agreement" or "Contract" means this written agreement. 1.2. "Architect" for this Project means Caddis Collaborative or such other professional architect, or group or association or professional corporation of such approved professional architects and consultants, who have contracted with the ECHDA to accomplish the architectural services necessary to the Work 1.3. “Construction Documents” shall mean those documents which are required for the actual construction of the Project as accepted and approved by ECHDA, including, but not limited to, the complete final drawings and specifications setting forth in detail the work to be done and the materials, workmanship, finishes and equipment required, as well as design documents. DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 2/21/2023 2 1.4. "Contract Documents" means this Agreement, Amendments to this Agreement, Drawings, Specifications, Notices to Proceed, Change Orders, Addenda to the RFP issued prior to execution of this Agreement, if any, and other documents as identified in Paragraph 12 of this Agreement. 1.5. “Construction 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. 1.6. “Design Development” means the drawings and other documents that fix and describe the size and character of the entire project as to architectural, structural, mechanical, and electrical systems, materials and such other elements of the Project as may be appropriate. “100% Design Development” means Design Development documents that include grading, drainage, utility, irrigation, roadways, field lighting, building architectural, structural, mechanical, electrical, plumbing and other specifications necessary for a complete understanding of the scope of work for this Project. 1.7. "Drawings and Specifications" means all drawings and specifications reviewed and accepted by the ECHDA which have been prepared by the Architect showing the Work to be done. 1.8. “Engineer” for the Project means JVA, Incorporated or such other professional engineer or group or association or professional corporation of such approved professional engineers and consultants, who have contracted with the ECHDA to accomplish the engineering services necessary to the Work. 1.9. “General Conditions” means the agreed upon overhead, temporary utilities, trailers, equipment and other on-site and off-site costs borne by Contractor during the construction phase of the Project. 1.10 "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 Contractor. 1.11. "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 while meeting the Project’s sustainability and energy efficiency goals, 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. 1.12. "Work" means the Preconstruction Services (as defined in Section 2.1 below). DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 3 2. Work: 2.1. Preconstruction Services: Contractor, shall perform preconstruction services for the Project, which shall include, but not be limited to review of Project design and evaluation, planning for construction mobilization and supervision, Construction Cost estimating and analysis, Project scheduling, and cost-benefit analysis, and the tasks identified below (collectively the “Preconstruction Services”). A. Contractor shall designate a competent representative (“Preconstruction Representative”), and any necessary assistance, all satisfactory to the Eagle County Resiliency Director, to attend all necessary work sessions with the ECHDA, the Eagle County Resiliency Director, the Eagle County Project Management Team and Engineer/Architect to gather and distribute information on the Project as required and 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 Jason Morley its Preconstruction Representative. The Preconstruction Representative shall not be changed except with the consent of the Eagle County Resiliency Director, which consent shall not be unreasonably withheld. The ECHDA, the Eagle County Resiliency Director and the Eagle County Project Management Team shall collectively be referred to herein as the “Project Management Team”. B. Contractor shall consult with, advise, assist and make recommendations to the Project Management Team and Engineer/Architect on all aspects of planning for the Project, including review of design approach and plans, cost estimates and schedules. C. Contractor shall develop and continue to refine a comprehensive Project Schedule; identify, set decision dates, and make recommendations to the Project Management Team and the Engineer/Architect on procurement of long-lead delivery items; update and monitor the Project Schedule with the Project Management Team and the Engineer/Architect regularly to identify deviations and changes; and prepare a detailed approach to phasing of the work, mobilization, logistics, quality control and safety for review and approval by ECHDA and Engineer/Architect. D. Contractor shall assist the Project Management Team and Engineer/Architect at any point in the Preconstruction process to provide cost analysis comparisons of various materials, products, or design options. E. Contractor shall perform ongoing analysis and review of the Design Documents during their development and advise and make recommendations on proposed site use and improvements, building improvements, selection of materials, Value Engineering and life-cycle costing (for all materials requested by ECHDA), equipment and systems mutually agreed upon to determine the best possible value to ECHDA while meeting its sustainability and energy efficiency goals. Contractor shall conduct formal Value Engineering work sessions with ECHDA and the Engineer/Architect; and recommend design detail alternatives. F. Contractor shall prepare estimates of the Construction Cost, including pricing (i) at 50% Design Development for the buildings and 25% Design Development for the site and civil DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 4 engineering; (ii) for the entire Project at 50% Design Development; and (iii) at 100% Design Development based on the Drawings and Specifications, and at further phases as needed. Contractor shall advise the Project Management Team and Engineer/Architect if it appears that the targets for the Project budget and/or Project schedule will not be met. G. Contractor shall maintain an “Open Book” with ECHDA 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 by Contractor as proprietary and copyrighted material. Although available for review by ECHDA, said materials such as estimating and project management information written, developed and implemented by Contractor shall not become public information. H. Notwithstanding the foregoing or anything to the contrary herein, ECHDA does not represent that the Project will be constructed or that the Contractor under this Agreement for Preconstruction Services will be selected as the construction manager/general contractor (“CM/GC”) in the event of construction of the Project. ECHDA, in its sole discretion, may decide not to proceed with the Project, or may decide not to proceed with the Contractor as the CM/GC or the Construction Manager at Risk. ECHDA, in its sole discretion, may decide not to issue an RFP for construction services. Even if ECHDA issues an RFP for construction services, ECHDA, in its sole discretion, may decide not to proceed with the construction phase of the Project for any reason or no reason at all. Contractor understands and acknowledges that this Agreement contains no promise to enter into or negotiate any further agreement, Work or engagement with or for ECHDA or Eagle County. 3. Term of Agreement: 3.1 This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect until satisfactory completion of the Preconstruction Services. 4. Compensation and Payment: 4.1 The total Construction Cost for the Project will be determined through a negotiation of a guaranteed maximum price (“GMP”) conducted following selection by ECHDA of a CM/GC for the construction phase of the Project, if any. The Construction Phase and the GMP negotiations are separate from the Preconstruction Services Work. Notwithstanding the foregoing, and subject to Section 2.H. of this Agreement, the compensation for Preconstruction Services will be included in the GMP should the ECHDA decide to proceed with the Contractor as the CM/GC for the Project. 4.2. In its proposal submitted in response to the RFP, Contractor established a fee in the amount of $75,565 (the “Preconstruction Services Fee”) for the performance of the Preconstruction Services as defined in Section 2 of this Agreement. Pursuant to this Agreement, Contractor will be paid monthly for its Preconstruction Services based on actual time (at the rates set forth in Exhibit A) and expenses, without markup, in an amount not to exceed the Preconstruction Services Fee. Any amount that exceeds the Preconstruction Services Fee shall be borne by the Contractor, except to the extent that the scope of the Preconstruction Services as outlined in this Agreement DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 5 changes. If changes in the scope of this Agreement are required, Contractor shall notify the Owner of such changes and the associated cost, prior to incurring such costs, and the parties will enter into an amendment to this Agreement to document any such changes. If, in the performance of the Preconstruction Services, the Contractor performs any services normally associated with the construction phase of the Project, the cost of such services shall be included in the GMP, subject to Section 2.H. above, or paid as an additional service based on the Contractor’s billing rate for such services, as shown in Exhibit A hereto, and expenses, without markup, if the Project does not proceed beyond the Preconstruction Services phase. 4.3. Payment Procedure for Preconstruction Services. A. The Contractor, on a monthly basis, may invoice the ECHDA for work performed in the prior month. Labor charges shall be based on the rates set forth in Exhibit A. Such rates shall be compensation for any and all expenses and costs of the Contractor other than reimbursables. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as ECHDA may request. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. B. Any out-of-pocket expenses to be incurred by Contractor and reimbursed by ECHDA shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the Preconstruction Services Fee Allowance set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Contractor. Contractor shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by ECHDA. C. If, at any time during the term or after termination or expiration of this Agreement, ECHDA reasonably determines that any payment made by ECHDA to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from ECHDA, Contractor shall forthwith return such payment(s) to ECHDA. Upon termination or expiration of this Agreement, unexpended funds advanced by ECHDA, if any, shall forthwith be returned to ECHDA. D. ECHDA will not withhold any taxes from monies paid to the Consultant hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 5. 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 ECHDA. Contractor shall be solely and entirely responsible for its acts and for the acts of its technicians, agents, employees, and servants during the performance of this Agreement. Contractor shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of ECHDA. DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 6 6. No Assignment: The parties to this Agreement recognize that in entering into this Agreement, ECHDA 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 ECHDA, which consent ECHDA 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. 7. Insurance: 7.1 At all times during the term of this Agreement, Contractor and its subcontractors, at their sole cost and expense, shall maintain the insurance with limits of liability not less than those stated below: A. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to ECHDA, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Preconstruction Services Agreement. B. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include ECHDA and Eagle County, and their respective associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 7 ii. Contractor shall furnish to ECHDA separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Contractor and sub-contractors, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Contractor and its sub-contractors until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Contractor’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor’s policy shall contain a waiver of subrogation against ECHDA and Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days’ notice of cancellation to ECHDA and County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit C. Upon request, Contractor shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from ECHDA or County, and hereby authorizes Contractor’s broker, without further notice or authorization by Contractor, to immediately comply with any written request of ECHDA or County for a complete copy of the policy. viii. Contractor shall advise ECHDA and County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish ECHDA and County a new certificate of insurance showing such coverage. ix. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to ECHDA and County, ECHDA shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the ECHA and County are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to ECHDA and County, and their respective affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Contractor is not entitled to workers’ compensation benefits except as DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 8 provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification: The Contractor shall indemnify and hold harmless ECHDA, Eagle County, Colorado and their respective officers, agents and employees (referred to collectively for purposes of this Paragraph 8 as “ECHDA” and “Eagle County”) against any losses, claims, damages or liabilities for which ECHDA and/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; and Contractor shall reimburse ECHDA and/or Eagle County for reasonable attorney fees and costs, legal and other expenses incurred by ECHDA 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 ECHDA and/or Eagle County to the extent that ECHDA and/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. 9. Contractor Representations: 9.1. Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the ECHDA has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. 9.2 Contractor represents to ECHDA that, by executing this Agreement, it has been informed of and has reviewed the goals of the Project; the design of the Architect; 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. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. Based upon this review and analysis, Contractor represents to ECHDA that it will provide all of the necessary services and perform all of the Work within the requirements of the Contract Documents. 9.3 Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. 9.4. 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. 9.5 Contractor acknowledges it is Contractor’s responsibility to review all Design Development documents relating to constructability and potential conflicts. The purpose of this review is to minimize change orders due to conflicts in the documents to the greatest extent DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 9 possible. Not withstanding the above sentence, the Contractor does not take responsibility for the design of the project (other than the scope of work that is identified as design build). 9.6 Contractor acknowledges that ECHDA has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub- contract agreements for the performance of any of the Services or additional services without ECHDA’s prior written consent, which may be withheld in ECHDA’s sole discretion. ECHDA shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom ECHDA has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each sub-contractor, as approved by ECHDA and to the extent of the Services to be performed by the sub-contractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward ECHDA. EDHDA shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-contractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 10. Contract Documents The Contract Documents which comprise the entire Agreement are made a part hereof and consist of the following: 10.1. This Agreement. 10.2 Exhibit A: Contractor’s Proposal submitted in response to the RFP. 10.3 Exhibit B: Schematic Design Drawings dated August 8, 2022 and any other Design Development documents developed during the Term of this Agreement. 10.4 Exhibit C: Insurance certificate 10.5 Addenda, clarifications or attachments to the above, deemed reasonable and necessary by ECHDA and Contractor. 11. Notices: Any notice required under this Agreement shall be sent via “e-mail” with proof of confirmed transmission and provided an original is also promptly delivered to the appropriate party at the following addresses: ECHDA: Eagle County Housing and Development Authority Tori Franks, Resiliency Director P.O. Box 850 Eagle, Colorado 81631 tori.franks@eaglecounty.us (970) 328-8775 (p) DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 10 and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 attorney@eaglecounty.us CONTRACTOR: RA Nelson, Inc. Travis Bossow, President ` 51 Eagle Road #2 PO Drawer 5400 Avon, Colorado 81620 tbossow@ranelson.com (970) 949-5152 (p) 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. 12. Termination: 12.1. Notwithstanding Paragraph 12.2 hereunder, this Agreement may be terminated at any time in whole or in part, by ECHDA for its convenience. Any such termination shall be affected by delivery to Contractor of a written notice of termination specifying the date upon which termination becomes effective. Upon termination, Contractor shall deliver to ECHDA 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 ECHDA. These documents must be provided to ECHDA in a usable format. In such event, Contractor shall be compensated for all work satisfactorily 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 ECHDA. 12.2. 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 ECHDA, ECHDA may in addition to or as an alternative to termination correct such deficiencies and deduct the cost of correction from payments due Contractor. ECHDA may recover the reasonable costs of correcting deficiencies in an amount not exceeding that specified in the Agreement. 12.3. Upon the termination of this Agreement pursuant to Section 12.2, Contractor agrees to deliver to ECHDA such information and items which, if this Agreement had been completed, would have been required to be furnished to ECHDA, including completed or partially completed DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 11 plans, drawings, red-lined drawings and other pertinent information, in an electronic form or otherwise, in a format usable by ECHDA. 13. Drawings and Specifications 13.1. OWNERSHIP AND USE OF DOCUMENTS – All drawings, specifications, and copies thereof furnished by the ECHDA to Contractor are and shall remain the property of ECHDA. All tracings, sketches, plans, specifications, estimates, reports, date and miscellaneous items, including electronic data, prepared hereunder or purported to contribute to the completeness of the Project, the Project or the Work shall be delivered to and become the property of ECHDA, upon ECHDA’s request. However, all estimating and project management information written, developed and implemented by Contractor shall be available for review by ECHDA, but shall not become public information or available for use by any entity other than Contractor. 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 ECHDA 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 ECHDA’s common law copyright or other reserved rights. 13.2. INTERPRETATIONS - The Engineer/Architect 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/Architect of such interpretations and decisions. Contractor shall comply with the Engineer/Architect interpretations and such interpretation shall be incorporated into this Agreement, subject to ECHDA’s review and final determination in those instances deemed necessary by ECHDA. 14. Miscellaneous: 14.1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. 14.2. Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Contractor. Contractor shall fully cooperate during such audit or inspections. 14.3. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 12 14.4. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24- 76.5-103 prior to the effective date of this Agreement. 14.5. 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. 14.6. 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. 14.7. 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 5th District for the State of Colorado. 14.8. 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. 14.9. 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. 14.10. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. 14.11. 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. 14.12. The Engineer/Architect, Project Management Team, Project Manager and all other representatives of ECHDA shall at all times have access to the Project site 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/Architect, the Project Management Team, Project Manager and ECHDA’s representatives may exercise their rights and perform their functions under the Contract Documents. DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980 DocuSign Envelope ID: 2A8AFC0D-DDA4-4A1A-91C2-430728054980