02 - Construction Contract- TEMPLATE.pdf

Construction Contract

Town of Snowmass Village Project:

Benedict Park Stairs

Project Number: 055-73-58-573626: 2025

This Contract Agreement (hereinafter called “Contract”) is made this day of ____________, (“Effective

Date”) between the Town of Snowmass Village, Colorado (herein referred to as “Town” or “Owner”), having its principal place of business at 130 Kearns Road, Snowmass Village Colorado, 81615, and

______________. (referred to as “Contractor”), having its principal place of business at

RECITALS

WHEREAS, the Town desires to obtain the services of a Contractor for the purpose of Benedict Park

Stairs project within the Town of Snowmass Village and

WHEREAS, this Contract sets forth the Design, Special Provisions, Budget, and List of Submittals, hereinafter referred to as the “Project”, and

WHEREAS, the Contractor is a licensed qualified construction contractor, capable of providing the professional services required, and

WHEREAS, the Contractor is willing and able to provide the Owner with these services, has negotiated acceptable pricing for the project consistent with the Scope of Services, and

NOW THEREFORE, in consideration of the terms of this contract, the parties agree as follows:

Construction Contract for

Town of Snowmass Village Project, Benedict Park Stairs Project

1. Description of Services

1.1. Town hereby retains Contractor, and Contractor hereby agrees to perform the following services: Description of Services on Exhibit A attached hereto and incorporated herein by this reference (hereinafter referred to as The Project or Project).

2. Compensation

2.1. The Contractor shall be compensated for the services defined in the Scope of Services

(Exhibit A) according to the rate schedules provided by the Town of Snowmass Village, attached hereto and incorporated herein by reference as Exhibit C. Subcontracting expenses for other professional engineering services, specifically including geotechnical engineering services and surveying services shall be billed and paid at rates not exceeding the rates proposed and submitted by the Contractor. The Contractor is free to select sub-contractors, but commits to billing rates not exceeding those submitted as part of the proposal process.

2.2. All rates shall be fixed at the rates shown on Exhibit C, throughout the original term of this Agreement.

2.3. Specific provisions concerning billing rates for travel time, direct costs, and other reimbursable items applicable to this project shall be billed at a rate as shown on Exhibit

C.

2.4. The Town agrees to pay, and Contractor agrees to accept, an amount for the Scope of

Services identified in this contract ,an amount not to exceed of

S________________________________, Dollars and Zero Cents, ($xx,xxx.xx).

2.4.1. The amount set forth in Section 2.4 above shall not include the following costs:

2.4.1.1. Costs of delays, rework, overruns, and/or other costs specifically excluded by the drawings, specifications, or other bid documents;

2.5. With the approval of the Town of Snowmass Village, compensation for individual task items may exceed the proposed dollar amounts shown on the Exhibit C, so long as the amount referenced is in the form of approved change orders with appropriate signatures by both parties of this contract.

2.6. The cost of the performance, payment and warranty bonds as described in Section 12.4, the cost of such bonds shall not exceed 2.5 percent of the amount set forth in Section 2.4.

2.7. Additional services or modifications of services and associated adjustments of compensation, which are within the scope of this project, shall be agreed to via a formal written Change Order by the Contractor and Town of Snowmass Village, and approved by the Town of Snowmass Village Town Manager, (as may be required) prior to execution or performance of the Additional Services.

2.8. Material and/or labor costs that exceed the Exhibit C, use of Alternate Bid Items, or other services / modifications shall be processed by Change Orders and approved by the

Town of Snowmass Village prior to execution or performance of the Additional Services.

2.9. Payment under this Section by the Owner shall be due thirty (30) days from the date of receipt of invoice from the Contractor.

2.10. By the 5th day of each month, Contractor shall submit to the Town for review and approval, an application for payment fully completed and signed by Contractor covering the work completed through the last day of the prior month and accompanied by such supporting documentation as is required by these contract documents, including without limitation, timesheets, invoices, receipts, bills of lading, and all other documents the

Town may require. Materials on hand but not complete in place may not be included for payment at the discretion of the Town. Each subsequent application for payment shall include an affidavit of Contractor providing 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.

2.11. Retainage shall be withheld from a contract exceeding one hundred fifty thousand dollars. Notwithstanding the progress payments, it is the intent and purpose of the Town to withhold at least five percent (5%) of the contract amount. Payments to Contractor as retainage in accordance with Article 91, Title 24, C.R.S.

2.12. The Contractor shall accept the compensation, as herein provided, in full payment for furnishing all materials, equipment, labor, tools, and incidentals necessary to complete the work and for performing all work contemplated and embraced under this Agreement.

Compensation shall also include loss or damage caused by the nature of the work, the action of the elements, or any unforeseen difficulties which may be encountered during the prosecution of the work, for all expenses incurred in consequence of the suspension or discontinuance of the work as herein specified, and for any infringement of patent, trademark, or copyright. Compensation shall be for completing the work according to the contract documents. Neither the payment of any estimate or progress payment nor the payment of any retained percentage shall relieve the Contractor of any obligations to correct any defective work or material. No funds, payable under this Agreement or any part thereof, shall become due and payable, if the Town so elects, until the Contractor shall satisfy the Town that it has fully settled or paid for all materials and equipment used in or upon the work and labor done in connection therewith. The Town may pay any or all such claims or bills, wholly or in part, and deduct the amount or amounts so paid from any funds due Contractor. In the event the surety on any contract, performance bond, payment bond, or warranty bond given by the Contractor becomes insolvent, or is placed in the hands of a receiver, or has its right to do business in the state revoked, the Town may withhold payment of funds due Contractor until the Contractor has provided a bond or other security to the satisfaction of the Town in lieu of the bond so executed by such surety.

3. Representation, Duration, and Termination

3.1. In order to induce the Town to enter into this Agreement, the Contractor makes the following representations:

3.1.1. The Contractor has familiarized itself with the nature and the extent of the work, the locality, all physical characteristics of the area, including without limitation, improvements, soil conditions, drainage, topography, and all other features of the terrain, and with the local conditions and federal, state, and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress, or performance of the work, or apply in any manner whatsoever to the work.

3.1.2. Contractor has carefully considered all physical conditions at the site and existing facilities affecting cost, progress, or performance of the work.

3.1.3. Contractor has given the Town written notice of all conflicts, errors, or discrepancies that it has discovered in the contract documents and such documents are acceptable to the Contractor.

3.2. The Contractor accepts the relationship of trust and confidence established between it and the Town by this Agreement. Contractor covenants with the Town to furnish its best skill and judgment and to cooperate with the Town's Contract Administrator and all other persons and entities in furthering the interests of the Town. Contractor agrees to furnish efficient business administration and superintendence and to use its best efforts to furnish at all times an adequate supply of workers and materials, and to perform the work in the best way and in the most expeditious and economical manner consistent with the interests of the Town.

3.3. The Town's Contract Administrator and point of contact for the purposes of this contract is the following or such other person as the Town may designate in writing. Contractors contact information is provided below.

Town Contact Contractor’s Contact

Town of Snowmass Village Name: Mike Horvath Position: Town Engineer If Post PO Box 5010 If Delivery 130 Kearns Road Snowmass Village CO 81615 Email: mhorvath@tosv.com Phone: 970-922-2324

Company Name Position Mail Address Email Phone

4. Time of Completion, Liquidated Damages, and Incentives for Early

Completion:

4.1. No work shall be commenced by the Contractor until after a pre-construction meeting of the Contractor, the Town Engineer, and/or other Town representatives as appropriate.

All work shall be performed Monday through Saturday, 7am to 6pm hours only, except as agreed to in writing by the Town and subject to Section 18.3 of the Town of

Snowmass Village Municipal Code.

4.2. Prompt completion of the work is essential to the Town. Time is of the essence in all respects regarding this Agreement and the work. Contractor shall carry out construction of the project with all due diligence in compliance with the schedule submitted at the beginning of the project. Therefore, all construction work shall be complete prior to

November 15, 2025.

4.2.1. Substantial completion of the work shall be defined by the date in which all deliverables have been accepted the Town/Contract Administrator and the

Contractor has completed construction. Substantial completion of the work will be not later than October 31, 2025.

4.2.2. Project Final Completion is defined as the Date of Signature of Town Engineer or

Contract Administrator on the Notice of Final Acceptance and Warranty of the design phase. Date of Final Completion shall be by November 15, 2025.

4.2.3. In the event the Project is not complete by the Project Final Completion date, this contract will become voidable by the Town subject to further appropriation of funds for the Project in compliance with the provisions of Article X of the

Constitution of the State of Colorado which precludes certain multi-year financial obligations and is known as the Taxpayer Bill of Rights (“TABOR”). In the event of non-appropriation of funds by the Town for the following budget year, the

Town will give written notice to Contractor by December 15 in the year of the termination of this Contract.

4.3. Liquidated Damages. The Town and Contractor agree there will be;

__X No liquidated damages assessed on this project.

___ Liquidated damages in the value of _______________

4.4. Incentive for Early Completion It is in the best interest of the Contractor to complete the work as early as possible, however there will not be any monetary incentive for early completion.

5. Ownership of Plans, Specifications, and Documents

5.1. Except for Contractor's executed set, all of the plans and the contract documents are the property of the Town. Contractor shall be provided plans, specifications, permits, and other documents and materials required to perform the work. The plans and specifications are not to be used on other work, and all sets shall be returned to Town at the completion or cessation of the work or termination of this Agreement.

6. No Personal Liability

6.1. In carrying out any of the provisions of this Agreement or in exercising any power or authority thereby, there shall be no personal liability of the Town, its governing body, staff, consultants, officials, attorneys, representatives, agents, employees.

7. Observation of All Laws

7.1. It is assumed that Contractor is familiar with all federal, state, and local laws, codes, ordinances, and regulations which in any manner affect those engaged or employed in the work or the material or equipment used in or upon the site or in any way affect the conduct of the work or construction of the project. No pleas or claims of misunderstanding or ignorance by Contractor shall in any way serve to modify the provisions of the Agreement. Contractor shall at all times observe and comply with all federal, state, county, local, and municipal laws, codes, ordinances, and regulations in any manner affecting the conduct of the work or the project. If Contractor knows, or should have reason to know, that any of the contract documents are at variance with any applicable law in any respect, Contractor shall promptly notify the Town in writing, and any necessary changes shall be made as provided herein.

8. Agreement Provisions Prevail

8.1. The intent and purpose of this Agreement and the construction documents is to complement each other; however, the terms and provisions of this Agreement shall prevail regarding differences in, discrepancies with, or conflicts of, terms or provisions contained in other contract documents.

9. Contractor’s Responsibility for Work

9.1. Until the final acceptance of the work by the Town in writing, Contractor shall have the charge and care thereof, and shall take every necessary precaution against injury or damage to any part thereof by the effects of the elements or from any other cause.

Contractor, at its own expense, shall rebuild, repair, restore, and correct all injuries or damages to any portion of the work occasioned by any causes before its completion and acceptance. In case of suspension of work from any cause whatsoever, Contractor shall be responsible for all materials and shall properly store same, if necessary, and shall provide suitable drainage, barricades, and warning signs where necessary. Contractor shall correct or replace, at its own expense and as required by Town, any material which may be destroyed, lost, damaged, or in any way made useless for the purpose and use intended by the contract documents, plans, and specifications prior to final acceptance of the work, or portions thereof. Contractor shall be relieved of the responsibilities provided in this section upon final acceptance of the work by Town, except no such relief shall apply to damages or injuries caused by or related to actions of Contractor or its subcontractors.

10. Termination of Contractor’s Responsibility

10.1. The project will be considered complete when all work has been finished, the final inspection made, and the work is accepted by Town in writing, and all claims for payment of labor, materials, or services of any kind used in connection with the work thereof have been paid or settled by Contractor or its surety. Contractor will then be released from further obligation except as set forth in the surety bond, and except as required in this Agreement and the contract documents regarding the Contractor's guaranty of work.

11. Indemnification

11.1. To the fullest extent permitted by law, the Contractor agrees to indemnify, hold harmless, and defend the Town, and its officers and its employees, from and against all liability, claims, and demands, on account of any injury, loss, or damage, which arise out of or are connected with the Work, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, or other fault of the Contractor or any subcontractor of the Contractor, or any officer, employee, or agent of the

Contractor or any subcontractor, or any other person for whom Contractor is responsible. The Contractor shall investigate, handle, respond to, and provide defense for and defend against any such liability, claims, and demands, and to bear all other costs and expenses related thereto, including court costs and attorneys' fees. The

Contractor's indemnification obligation shall not be construed to extend to any injury, loss, or damage which is caused by gross negligence of the Town.

12. Insurance and Bonds

12.1. The Contractor shall not commence work under this Agreement until it has obtained all insurance required by the contract documents and such insurance has been approved by Town. The Contractor shall not allow any subcontractor to commence work on this project until all similar insurance required of the subcontractor has been obtained and approved. For the duration of this Agreement, the Contractor must maintain the insurance coverage required in this section.

12.2. The Contractor agrees to procure and maintain, at its own cost, the following policy or policies of insurance. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the contract documents by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types.

12.3. Contractor shall procure and maintain, and shall cause each Subcontractor of the

Contractor to procure and maintain (or shall insure the activity of Contractor's

Subcontractors in Contractor's own policy with respect to), the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers acceptable to the Town. All coverages shall be continuously maintained from the date of commencement of the Work. In the case of any claims made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

12.3.1. Workers' Compensation insurance to cover obligations imposed by the Workers'

Compensation Act of Colorado and any other applicable laws for any employee engaged in the performance of Work under this contract, and Employers' Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000) each accident, ONE MILLION DOLLARS ($1,000,000) disease - policy limit, and ONE

MILLION DOLLARS ($1,000,000) disease - each employee.

12.3.2. Comprehensive General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION

DOLLARS ($2,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury

(including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interest’s provision.

12.3.3. Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION

DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS

($2,000,000) aggregate with respect to each of Contractor's owned, hired and/or non-owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interest provision.

12.3.4. The policies required above, except for the Workers' Compensation insurance and Employers' Liability insurance, shall be endorsed to include the Town, and its officers and employees, as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the Town, its officers, or its employees, shall be excess and not contributory insurance to that provided by

Contractor. The additional insured endorsement for the Comprehensive General

Liability insurance required above shall not contain any exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be solely responsible for any deductible losses under each of the policies required above.

12.3.5. The Insurance shall include provisions preventing cancellation or non-renewal without at least 30 days prior notice to the Town of Snowmass Village by certified mail.

12.3.6. Certificates of insurance shall be completed by the Contractor's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the Town. Each certificate shall identify the Project and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least 30 days prior written notice has been given to the Town. If the words "endeavor to" appear in the portion of the certificate addressing cancellation, those words shall be stricken from the certificate by the agent(s) completing the certificate. The Town reserves the right to request and receive a certified copy of any policy and any endorsement thereto.

12.3.7. Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which the Town may immediately terminate the contract, or at its discretion may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town upon demand, or the Town may offset the cost of the premiums against any monies due to Contractor from the Owner.

12.3.8. The parties hereto understand and agree that the Town is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations or any other rights, immunities, and protections provided by the

Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq.,, as from time to time amended, or otherwise available to the Town, its officers, or its employees.

12.4. For all contracts exceeding $50,000 in value, Contractor shall furnish a performance and payment bond, at least equal to the contract price, as security for the faithful performance and payment of all Contractor's obligations under the contract documents.

Contractor shall also furnish a cash warranty or warranty bond in an amount equal to ten percent of the final Contract value, which shall remain in effect for the duration of the guaranty period provided in Section 15. At the Contractors option, the Performance and

Payment bonds may be rolled over and substituted for the Warranty Bond, so long as these bonds remain in effect for the duration of the guaranty period provided in Section

15. If a cash warranty is provided, said cash shall be deposited with the Town Clerk during the guaranty period provided in Section 15. All bonds shall be in the forms prescribed by the contract documents and be executed by such sureties as (i) are licensed to conduct business in the State of Colorado and (ii) are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal

Bonds and as Acceptable Reinsuring Companies" as published in Circular 570, amended, by the Audit Staff, Bureau of Account, 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 the Contractor is declared bankrupt or becomes insolvent, or its right to do business in Colorado is terminated, or it ceases to meet the requirements of clauses (i) and (ii) of this section, Contractor shall, within five (5) days thereafter, substitute another bond and surety, both of which shall be acceptable to the

Town.

13. Evidence of Satisfaction of Liens

13.1. Contractor shall provide Town with written evidence that all persons who have done work or furnished material under this Agreement and are entitled to liens therefore under any laws of the State of Colorado have been fully paid or are not entitled to such liens.

Final payment shall not be made to Contractor until the Town is reasonably satisfied that all claims or liens have been satisfied by Contractor.

14. Acceptance or Work

14.1. No act of the Town, or of any representative thereof, either in superintending or directing the work, or any extension of time for the completion of the work, shall be regarded as an acceptance of such work or any part thereof, or of materials used therein, either wholly or in part. Acceptance shall be evidenced only by the Notice of Final Acceptance and Warrant issued by the Town. No waiver of any breach of this contract by Town or anyone acting on their behalf shall be held as a waiver of any other subsequent breach thereof. Any remedies provided herein shall be cumulative.

15. Guaranty of Work

15.1. Contractor agrees to guarantee all work under this Agreement for a period of one (1) year from the date of final acceptance by the Town. If any unsatisfactory condition or damage develops within the time of this guaranty due to materials or workmanship that are defective, inferior, or not in accordance with the Agreement, as reasonably determined by Town, then the Contractor shall, when notified by Town, immediately place such guaranteed work in a condition satisfactory to Town. The Town shall have all available remedies to enforce such guaranty, except that Town shall not have any work performed independently to fulfill such guaranty and require Contractor to pay Town such sums as were expended by the Town for such work, unless the Town has first given notice to the Contractor of the deficiency and given the Contractor a reasonable opportunity to cure the same.

15.2. At the Owner's discretion, a warranty inspection will be held during the sixty (60) calendar days prior to the expiration of the 1-year warranty period. Contractor agrees to provide an authorized representative at such inspection to represent Contractor's interests. All defects identified during the inspection shall be corrected at Contractor's expense at direction of Owner in a timely manner. Corrective work shall be commenced within ten (10) calendar days after written notice to Contractor.

16. Default/ Breach of Contract

16.1. If the Contractor fails to mobilize to the job site, fails to perform work in a continuous and timely manner, performs Work in a manner substantially contrary to the specifications and design drawings, performs additional work without a valid change order or other authorization, performs Force Account work without authorization, fails to obtain necessary permits, is found in violation of any State or Federal environmental law, or fails to maintain a safe work environment, the Town may, at its sole option and discretion, find the Contractor in Default and material Breach of this Contract. In such instances, the Town shall document to the Contractor the nature of the Breach, and may, at its option, specify a remedy and required timeframe in which to cure the Breach, or may terminate the Contract. If the Town chooses to terminate the Contract, the Town reserves and retains all rights granted under State Law, and Town Ordinances, to withhold payments for completed work, call bonds, hire replacement Contractors, or take other measures deemed in the best interest of the Town.

17. Final Application for Payment

17.1. After Contractor has completed all such corrections to the satisfaction of Contract

Administrator and delivered in accordance with the Contract Documents all maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, marked-up record documents, and other documents, Contractor may make application for final payment following the procedure for progress payments. The final application for payment shall be accompanied (except as previously delivered) by: (i) all documentation called for in the Contract Documents, including but not limited to the evidence satisfactory to the Town of Snowmass Village the continuation of completed operations insurance and any insurance coverage written on a claims-made basis at final payment and one year thereafter; (ii) the consent of surety to final payment and that the performance bond shall remain in effect throughout the guarantee period; (iii) complete and legally effective claim releases signed by all suppliers and subcontractors in the form provided in the Contract Documents certifying that all outstanding claims for payment have been paid. The Contractor shall not receive final payment due under the

Agreement until the Contractor obtains and files the foregoing items (i), (ii), and (iii).

17.2. LIENS: Colorado Statutes do not provide for any right of lien against public facilities. In lieu thereof, C.R.S. § 38-26-107, as amended, provides adequate relief for any claimant having furnished labor, materials, rental machinery, tools, equipment, or services toward construction of the particular public work in that final payment may not be made to a

Contractor until all such creditors have been put on notice by publication of such pending payment and given opportunity to stop payment to the Contractor in the amount of such claims. Pursuant to C.R.S. § 38-26-107, any supplier may bring a suit and file a notice of lis pendens against the Town within ninety (90) days after the date set for final settlement. If any such supplier or person files any such claim and notice of lis pendens, the Town shall withhold retained amounts from final payments to the Contractor as are necessary to satisfy fully such claims. References to liens appearing in this Article shall be deemed as references to claims made pursuant to C.R.S '38-26-101 et seq. unless the context requires otherwise.

18. Final Payment and Acceptance

18.1. If, on the basis of Contract Administrator 's observation of the Work during construction and final inspection, and Contract Administrator 's review of the final Application for

Payment and accompanying documentation as required by the Contract Documents, Contract Administrator is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been fulfilled, Contract

Administrator will, within FOURTEEN (14) days after receipt of the final Application for

Payment, indicate in writing Contract Administrator 's recommendation of payment and present the Application to the Town for payment. At the same time Contract

Administrator will also give written notice to Contractor that the Work is acceptable.

Otherwise, Contract Administrator will return the Application to Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application. Upon receipt of the

Contract Administrator 's recommendation for payment and the final Application for

Payment, the Town shall order the publication of Notice of Final Payment as required by

C.R.S. § 38-26-107(1) and shall make final payment in accordance with C.R.S. § 38-26-

107(3).

19. Delayed Completion

19.1. If, through no fault of Contractor, final completion of the Work is significantly delayed and if Contract Administrator so confirms, the Town shall, upon receipt of Contractor's final

Application for Payment and recommendation of Contract Administrator, and without terminating the Agreement, make payment of the balance due for that portion of the

Work fully completed and accepted. If the remaining balance to be held by the Town for

Work not fully completed or corrected is less than the retainage stipulated in the

Agreement, and if Bonds have been furnished as required by the Contract Documents, the written consent of the surety to the payment of the balance due for that portion of the

Work fully completed and accepted shall be submitted by Contractor to Project Manager with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims.

20. Change Orders

20.1. The Town shall use reasonable efforts to grant or deny change orders within twenty-four

(24) hours and not later than seventy-two (72) hours of request of the Contractor. The

Contract Administrator shall be authorized to approve individual change orders which do not exceed $10,000.00. Any change orders which increase the price of the work above

$10,000.00 shall be approved by the Town Manager. Change Orders must be processed and approved by the Town before additional materials, equipment, and / or labor are expended.

21. Compliance with C.R.S. § 24-91-103.6 21.1.Compliance with C.R.S. § 24-91-103.6. To the extent this Agreement constitutes a public works contract, as defined C.R.S. § 24-91-103.5(b), the Town has appropriated money equal to or in excess of the contract amount set forth herein. Contract modification, as defined in C.R.S. § 24-101-301(10), or other form of modification or directive by the Town requiring additional compensable Services to be performed, which work causes the aggregate amount payable under this Agreement to exceed the amount appropriated for the original Services, are prohibited unless the Contractor is given written assurance by the Town that lawful appropriations to cover the costs of the additional Services have been made and the appropriations are available prior to performance of the additional Services or unless such Services are covered under a remedy-granting provision in this Agreement. For such additional Services, the Town shall reimburse the Contractor for the Contractor's costs not more frequently than once every thirty (30) days for all additional directed Services performed until an amendment to the Agreement contract modification is finalized; however, in no instance shall reimbursement be required before Contractor has submitted an estimate of cost to the Town for the additional compensable Services to be performed.

22. Miscellaneous.

22.1. Authority. Each person signing this Agreement, and any addendums or attachments hereto, represents and warrants that said person is fully authorized to enter into and execute this Agreement and to bind the party it represents to the terms and conditions hereof.

22.2. Assignment. This Agreement shall not be assigned by the Contractor without the prior written approval of the Town.

22.3. Entire Agreement. This Agreement, along with any addendums and attachments hereto, constitutes the entire agreement between the parties. The provisions of this Agreement may be amended at any time by the mutual consent of both parties. The parties shall not be bound by any other agreements, either written or oral, except as set forth in this

Agreement. Contractor shall not be relieved of its obligations to perform the Service in accordance with this Agreement as a result of any course of dealing with the Town.

Course of dealing, no matter how long, is not intended to be, and shall not be construed as, an amendment to this Agreement.

22.4. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors, and assigns.

22.5. Survival Clause. The "Indemnification" provision set forth in this Agreement shall survive the completion of the Services and the satisfaction, expiration, or termination of this

Agreement.

22.6. Severability. In the event a court of competent jurisdiction holds any provision of this

Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement.

22.7. Headings. Paragraph headings used in this Agreement are for convenience of reference and shall in no way control or affect the meaning or interpretation of any provision of this

Agreement.

22.8. Governing Law. This Agreement shall be deemed entered into in Pitkin County, Colorado, and shall be governed by the laws of the State of Colorado. The parties agree to the jurisdiction and venue of the courts of Pitkin County in connection with any dispute arising out of or in any matter connected with this Agreement.

22.9. Attorney Fees and Costs. In addition to the indemnification provisions of this Agreement and the contract documents, and provided that the Town is not in material default of this

Agreement or the direct cause of litigation, the Contractor shall be responsible for and pay the Town for all of the costs, expenses, and attorneys' fees “including legal assistants fees” related to litigation or other forms of dispute resolution arising out of any matter related to this Agreement, the contract documents, including performance and payment bonds, or the work.

23. Subcontracting

23.1. It is understood and agreed that the employment of the Contractor by the Town for the purposes of said project shall be exclusive, but the Contractor shall have the right to employ such assistance as may be required for the performance of the project. Said

Contractor shall be responsible for the compensation, insurance, and all clerical detail involved in the employment of said assistance. All subcontractors shall be required to comply with the insurance terms of this Agreement.

24. Equal Opportunity Employer

24.1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, disability or national origin. The Contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, age, sex, disability, or national origin. Such action shall include but not be limited to the following:

employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notice to be provided by an agency of the federal government, setting forth the provisions of the Equal Opportunity

Laws.

24.2. The Contractor shall be in compliance with the appropriate provisions of the American with Disabilities Act of 1990 as enacted and from time to time amended and any other applicable federal regulation. A signed, written certificate stating compliance with the

Americans with Disabilities Act may be requested at any time during the life of any purchase order or contract and with any new purchase order or contract issued by the

Town.

25. Independent Contractor

25.1. Contractor and any persons employed by Contractor for the performance of work hereunder shall be independent contractors and not employees or agents of the Town.

Nothing herein shall be construed as establishing a quality standard for any individual, or as establishing any right on the part of the Town to oversee the actual work of the

Contractor or to instruct any individual as to how the work will be performed.

25.2. Contractor shall have the right to employ such assistance as may be required for the performance of work under this Agreement. Said contractor shall be responsible for the compensation, insurance, and all clerical detail pertaining to such assistants, and shall be solely responsible for providing any training, tools, benefits, materials, and equipment.

25.3. THE PARTIES HERETO UNDERSTAND THAT THE CONTRACTOR AND THE

CONTRACTOR'S EMPLOYEES AND SUBCONTRACTORS ARE NOT ENTITLED TO

WORKERS' COMPENSATION BENEFITS UNDER ANY WORKERS' COMPENSATION

INSURANCE POLICY OF THE TOWN, AND THAT CONTRACTOR IS OBLIGATED

TO PAY FEDERAL AND STATE INCOME TAX AND OTHER APPLICABLE TAXES

AND OTHER AMOUNTS DUE ON ANY MONEYS PURSUANT TO THIS AGREEMENT.

26. Notices.

26.1. Written notices required under this Agreement and all other correspondence between the parties shall be directed to the following and shall be deemed received when hand-delivered, three (3) days after being sent by certified mail (return receipt requested), on via email upon receipt:

By their signatures the parties agree to the terms of this Agreement this day of

Town of Snowmass Village, OWNER:

By _____________________________ Attest: _____________________________

(Signature) (Signature)

Clinton M Kinney, Town Manager

CONTRACTOR

By ________________________ Title: ___________________________

(Name)

By _____________________________

(Signature)

EXHIBIT A - Scope of Work

Introduction

The purpose of this project is to install a steel staircase and associate pedestrian infrastructure in

Benedict Park. It is intended that this repair and construction will conform to the Town’s aesthetic, structural, and design specifications found in EXHIBIT B.

Terms and Conditions

1. Contractor will use the plans and specifications in EXHIBIT B.

2. All materials will meet the specifications in EXHIBIT B.

3. Work areas will be maintained in a safe, clean, and organized condition.

4. The Contractor shall provide to the Town the services defined in the Special Provisions, referenced and included herein, consistent with the Bid Schedule referenced and included herein. This references the following project within the Town: Benedict Park Stairs, pursuant to the pricing, representations, and acknowledgements stated in the Contractor’s Bid Schedule dated September 17, 2025 and pursuant to the Project Specifications included in the bid documents.

5. Such services shall include contracting for, coordinating, and scheduling other Contractors or sub-contractors as needed to accomplish the work described in the Special Provisions and the

Bid Schedule, irrespective of whether the work performed by these subcontractors are explicitly identified within the proposal.

6. All engineering work shall be completed by, or under the direct supervision of a Professional

Engineer licensed in the State of Colorado.

7. Contractor will use an Engineer specified Geotech company for this project.

Special Provisions

The 2023 CDOT Standard Specifications for Road and Bridge Construction controls construction of this project. The following special provisions supplement or modify the Standard

Specifications and take precedence over the Standard Specifications and plans. In case of any conflict between the Contractor's representations and the Project Specifications, the Project

Specifications shall control.

1. TAX EXEMPTION. Owner's tax exempt number, when applicable, to be used as part of this project, will be provided to the successful bidder.

2. PRECEDENCE OF CONTRACT DOCUMENTS. The order of precedence of Contractor

Documents is as follows:

a. Contract Documents

b. Drawing and Technical Specifications

c. Addenda

3. PROJECT PHOTOGRAPHS / VIDEO

a. It is the Contractor's responsibility to take a sufficient number of pre-construction photographs/videos to resolve any disputes, which may arise regarding the conditions prior to and subsequent to construction. The Contractor may be requested to provide copies of the pre-construction photographs/videos to the Town prior to the start of work.

Any potential problems should be identified at that time.

b. Progress and record photographs/videos shall be provided by the Contractor as appropriate to resolve any disputes and to completely document the work performed as a supplement to the Record Drawings. In general, the photographs/videos should be sufficient to show that all work was properly completed in accordance with the plans and specifications.

4. DAMAGE TO CONSTRUCTION The Contractor shall safeguard, until all work embraced by this

Contract is formally accepted, all construction, both complete and incomplete, against damage and destruction, and should damage result, he will be required to reconstruct or repair it at his expense in a manner conforming to the Plans and Specifications, reconstruction shall be in a manner suitable to the Town.

5. WAIVER. It is expressly understood and agreed that any waiver granted by the Engineer or

Owner of any term, provision or covenant of this Contract shall not constitute a precedent nor breach of the same or any other terms, provisions or covenants of this Contract. Neither the acceptance of the Work by the Owner nor the payment of all or part of the sum due the Contractor hereunder, shall constitute a waiver by the Owner of any claim which the Owner may have against the Contractor or otherwise.

6. ENGINEER’s REPRESENTATIVE. Unless provided for otherwise in writing by the Project Engineer, any on-site Inspector or Representative of the Engineer shall not have the authority to render any binding decisions nor make any binding judgments to the Contractor pertaining to any work which may change the Contract price or time of completion, or to the quality of Work, or to the manner in which the Work is being performed. The Representative of the Engineer shall serve as a means of communication between the Engineer and the Contractor and shall monitor the Work for the Engineer. Any communication given to the Representative of the Engineer by the Contractor shall be considered as being given to the Engineer.

7. PROJECT ENGINEER. The project engineer for the project is Ashley Cline, PE, who can be reached at (970) 384-9061. All project notices, letters, submittals, and other communications directed to the Engineer shall be addressed and mailed or delivered to:

Kent Steinhaus, PE, CFM Project Manager at DJ&A Mobile: 720.443.1440 Email: kent.steinhaus@djanda.com

7. SUBSURFACE SOIL REPORT.

___Is available _X_Is NOT available.

8. CONSTRUCTION STAKING - Owner will provide one-time horizontal and vertical survey control data for control points in the field necessary to enable the Contractor to proceed with construction staking for the Work. The Contractor shall be responsible for protecting all field control set. All field control, which must be replaced, will be reset by the Towns representative at the Contractor's expense at the Town Engineer's current rates. A minimum of 48 hours’ notice is required for all field control staking. Contractor shall be responsible for all construction staking. The Contractor is responsible for Construction Survey in accordance with Section 625 of the Standard Specifications for Road and Bridge Construction.

9. EASEMENTS. The Owner will facilitate a temporary access agreement with property owner.

Maps of these easements will be made available upon request.

a. The Contractor shall be responsible for securing any and all access rights he may require for construction convenience with private individuals and landowners. The Contractor shall provide the Engineer evidence of agreements for such access rights.

10. PERMITS. All other permits required shall be secured prior to commencement of Work at the Contractor's own expense. The successful Contractor will be required to obtain a Contractor's license for construction operation. Proof of insurance shall be required.

11. SALVAGE. All materials to be removed from the project site or demolished on site, shall be disposed of by the Contractor off the project site.

12. STAGING AREA. Owner's property is not available for Contractor staging or storage area, unless specifically authorized.

13. DISPOSAL AREA. Owner's property is not available for a Contractor disposal area.

14. SPECIAL DATES AND ACCESS. Work will NOT be allowed, and streets must be fully functional and open to all traffic on the following dates:

a. All construction shall be scheduled such that full access to all residential and commercial properties for emergency vehicles in maintained at all time.

b. The Contractor shall phase all work to minimize impacts to traffic and neighboring properties. The contractor shall complete all work which affects any mode of traffic in any given project area noted above before moving into the next project area. The contractor shall work diligently from the time an existing area is first disturbed to completion before moving to the next.

15. PROTECTION OF PUBLIC UTILITIES AND OTHER ADJOINING PROPERTY. The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury, or loss to other property at the site or adjacent thereto, and he shall be liable for any and all claims for such damage on account of his failure to fully provide such protection. The Contractor shall notify all public utility companies at least forty-eight (48) hours prior to commencement of any Work in the vicinity of the utilities. No Work shall commence until the utilities have been located and staked by the utility company or written consent to proceed has been given by the Contract Administrator and/or Town’s representative. If utility service must be interrupted, the Contractor shall notify the Contract Administrator, as applicable, and utility users affected by the interruption of service at least twenty-four (24) hours prior to interruption.

Notice shall consist of process approved by Contract Administrator and/or Town’s representative.

16. DRAWING ACCURACY AND EXISTING UTILITIES - Information relating to locations, sizes, or elevation of existing facilities should be considered only approximate. It shall be the responsibility of the Contractor to contact the appropriate representatives of utility companies, or utility locate companies, a minimum of 48 hours prior to the commencement of Work which might affect utility installations and to secure from such representatives information as to accurate location, size and type of such installations. The Contractor shall assume all responsibility for protection, repair and relocation of all such items encountered. Should repair or replacement be required, work shall be performed according to the requirements of the respective utility company.

17. UTILITY STRUCTURE ACCESS. The Contractor is responsible for locating…