6. Sample Contract Fed Provisions SOW RMMA for RMMA Terminal Boiler Replacement w Exs (25-1192).pdf

SAMPLE CONTRACT

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CONTRACT FOR ROCKY MOUNTAIN METRO AIRPORT TERMINAL BOILER

REPLACEMENT

THIS CONTRACT FOR BOILER REPLACEMENT AT THE HUMAN SERVICES

BUILDING (this “Contract”), dated for reference purposes only this _______ day of ___________, 2025, is by and between the COUNTY OF JEFFERSON, STATE COLORADO, a body politic and corporate, as sponsor of ROCKY MOUNTAIN METROPOLITAN AIRPORT (the “County”) and ______________________, (the “Contractor”).

RECITALS

A. The County distributed an Invitation to Bid, Number 25-4958CP-RMMA to replace a boiler, pumps and associated equipment at the Airport Terminal Building, located at 11755 Airport Way, Broomfield, Colorado 80021, as more fully specified in the Statement of Work attached hereto as Exhibit A. The Bid documents and all addenda and attachments, including all plans and specifications shall be collectively referred to as the “Bid Package.”

B. The Contractor submitted the proposal determined to be the most advantageous to the County and the Contractor is capable and willing to perform the work in accordance with the terms and conditions of this Contract.

C. The County has engaged Spacek, Timbie, and Blevins Engineering, Inc. dba ST+B

Engineering (“the Engineer”), as a consultant to prepare the plans and specifications for the completion of these services and otherwise determine that the Work has been completed in accordance with the plans.

AGREEMENT

NOW, THEREFORE, for and in consideration of the covenants and conditions set forth herein, the sufficiency of which is hereby acknowledged, the County and the Contractor agree as follows:

1. CONTRACT DOCUMENTS. The “Contract Documents” shall consist of the following:

(a) This Contract;

(b) The Statement of Work attached hereto as Exhibit A;

(c) The Bid Package;

(d) The Contractor’s Bid Sheet dated ____________, attached hereto as Exhibit B;

(e) The Project Plans and Specifications;

(f) FAA Non-AIP Federal Contracting Requirements, attached hereto as Exhibit C;

(g) Insurance Requirements, attached hereto as Exhibit D; and

(f) Any Change Order or Contract Amendment.

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The Contract Documents are incorporated by reference as though set forth in full herein, whether or not attached hereto, and shall form an integral part of this Contract. If there is any conflict between this Contract and the other Contract Documents, this Contract shall control.

If there is a conflict between the County’s scope of work and the Contractor’s scope of work, the County’s scope of work shall control.

2. THE WORK.

(a) Scope of Work. The Contractor shall furnish all the labor, equipment, materials and supervision necessary for or incidental to the complete and timely performance of everything described or reasonably implied from the Contract Documents (the “Work”).

The Contractor warrants that it is fully qualified to perform the Work in accordance with the professional standards of the industry and shall perform the Work in a first-class, workmanlike manner to the satisfaction of the County and in strict accordance with the provisions of the Contract Documents.

(b) Knowledge of the Work. Before executing this Contract, the Contractor has become fully informed regarding the Work and any materials or equipment required, including the amount or quantity thereof. No adjustment or modification shall be allowed for any misunderstanding of the Work or of equipment or material requirements, or of the provisions contained in this Contract and in the other Contract Documents. The selection of materials and equipment for the Work shall be in accordance with the Contract Documents and the laws of Colorado.

(c) Access and Inspection. The County and its representatives shall at all times have access to the Work. The Contractor shall provide proper facilities for access to and for inspection of the Work for the purpose of determining compliance with this Contract and quality of workmanship and material. All materials, equipment and supplies used in the performance of the Work shall be subject to adequate inspection and testing in accordance with generally accepted standards. If any portion of the Work is determined to be defective, the Contractor shall bear all costs involved to bring the Work into compliance with the Contract Documents, including without limitation the cost to replace any materials, to re-perform or to reconstruct. The Contractor shall remove from the work site all work or materials rejected by the County for failure to comply with the Contract Documents whether incorporated in the Work or not at no additional cost to the County.

(d) Site Clean-Up. On a daily basis, the Contractor shall maintain the work site free from accumulation of waste materials or rubbish caused by performance of the Work. The Contractor shall remove all rubbish, tools, construction equipment, machinery, and surplus material from the work site. If the Contractor fails to maintain the work site in an appropriate condition, the County may, after notice to the Contractor, perform any necessary clean-up and charge the clean-up costs to the Contractor.

(e) On-Site Procedures. At the option of the County, all on-site personnel utilized by the

Contractor (“Personnel”), including employees, subcontractors, or other agents, shall undergo background checks and will be issued Contractor badges and/or keys. When badges/keys are required, Personnel shall not be able to access the work site until he/she

TM 23-0572 3 of 21 has been issued a key and/or the badge that he/she shall be required to display at all times while working on-site. The Contractor shall be responsible for ensuring the that the badge issued to a specific individual is strictly and exclusively worn by that individual.

Badges shall under no circumstances be shared. At the discretion of the County, random badge checks may be conducted. Personnel found without a badge or wearing a badge not issued to them shall immediately be removed from the job site. The Contractor shall be required to return to the County Representative all badges and keys issued to Personnel within 10 days of the Completion Date (the “Return Date”). If the Contractor is unable to return all issued badges on or before the Return Date, then the County will charge the Contractor fifty dollars ($50.00) per missing badge. If the Contractor is unable to return all issued keys on or before the Return Date, then the Contractor shall be responsible for the costs of re-keying all areas that may be accessed by the key or keys, including, but not limited to, replacing locks and obtaining copies of new keys for County Staff. The costs for missing badges and keys shall be deducted from any sum payable hereunder before final payment to the Contractor. Contractor agrees to comply with all Contactor Work Schedule requirements set forth in the Statement of Work, if any.

(f) Protection of Property. Adequate floor and wall protection must be provided by the

Contractor during performance of the Work. All County property shall be protected against damage at all times by the Contractor during the term of the Work. The Contractor shall be responsible for repairing or replacing any and all property which is damaged by reason of the Contractor’s operation on the property to the satisfaction of the County.

(g) Use of Premises. Portions of the site beyond areas on which the Work is indicated are not to be disturbed without prior approval of the County Representative. The Contractor shall conform to site rules and regulations at all times during the performance of the Work. In prosecuting the Work, the Contractor shall take all reasonable measures to minimize the impact of the Work on the County’s operations. Work may be performed during the County’s regularly scheduled business hours (subject to the restrictions set forth in this Contract); however, the Contractor may work non-standard working hours with prior notification and approval of the County.

(h) Work By Owner and Coordination. The County reserves the right to perform work related to this Project with its own forces, and to award separate contracts in connection with other portions of work on the site that are outside the scope of this Contract. The County will provide for the coordination of the work of its own forces and of each separate contractor, as applicable, with the Work of the Contractor, who shall cooperate with the County in coordinating all of the work. The Contractor shall indemnify and hold harmless the County from claims by other contractors that the Contractor interfered with work performed by other contractors or caused damage to property or work of other contractors.

(i) Background Checks. For Work performed in secured areas as determined by the County.

No later than two weeks prior to the start of the Work all workers will be required to provide the County with information required to perform security background checks.

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The County will approve all workers after a review of the security background checks and criminal histories and will have the right to reject any worker based on the worker’s criminal history. Any changes in personnel during the Project shall be subject to the security background check review and approval requirements contained herein prior to accessing the facility. Continuous surveillance of the Work may be provided by the County.

(j) Documents on Site. The Contractor shall maintain at the site for the County one (1) record copy of all drawings, specifications, addenda, Change Orders and other modifications, in good order and marked currently to record all changes made during construction. The reference record drawings will be reviewed monthly by the County for acceptability. If, in the judgment of the County, the Contractor fails or refuses to keep these documents current, the Contractor shall not be entitled to progress payments until it makes the necessary changes to the documents to make them current.

(k) Coordination with Engineer. The County has a separate contract with the Engineer to design the Project and to provide contract administration services necessary to ensure that the Work conforms to the Contract Documents prepared by the Engineer. Both the Contractor and the Engineer shall be given direction by the County, or the County’s designated and authorized representative(s) as more particularly described below. The relationship between the Contractor and the Engineer is intended to be cooperative and proactive, with both participating on the same team with the County. The Contractor covenants with the County to utilize the Contractor’s best skills, efforts, and judgment and to fully cooperate with the Engineer in furthering the interest of the County regarding the Project. Further, the Contractor covenants to furnish comprehensive and efficient business administration, construction management and superintendence and to use its best efforts to complete the Work in the best, most expeditious and most economical manner consistent with the interests of the County.

(l) The Contract Documents shall not be deemed to create any contractual relationship between the Engineer and the Contractor or any separate contractors, subcontractors of any tier or suppliers on the Project; nor shall anything contained in the Contract Documents be deemed to give any third party any claim or right of action against the County, the Engineer or Contractor which does not otherwise exist without regard to the Contract Documents.

(m) Differing Site Conditions.

i) Contractor acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site and review of the Contract Documents.

ii) Contractor shall give immediate written notice to the County Representative if it encounters a “Differing Site Condition,” defined as either:

(1) Subsurface or latent physical conditions at the site which differ materially from those indicated in the Contract Documents; or

(2) Unknown physical conditions at the site, of an unusual nature, which differ

TM 23-0572 5 of 21 materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in this Contract.

iii) Contractor acknowledges that no request for a change order or modification in Contract Price resulting from a Differing Site Condition shall be allowed unless immediate written notice is provided and the conditions remain undisturbed until the County or the Engineer have the opportunity to investigate.

(n) Noise Abatement. At all times through performance this contract, the Contractor shall be familiar with and comply with all local noise ordinances in the performance of the Work.

The Contractor shall not conduct the Work in excess of the permissible decibel levels provided by local noise ordinances. The Contractor shall provide the County Representative with prior notice of any work that may result in such excessive noise levels. The County shall consider surrounding neighbors and County customers in determining permissible time and conduct of any work that may be in excess of local noise ordinances.

3. AUTHORIZED REPRESENTATIVES. The County designates Shane Blaes, as the

“County Representative.” The Contractor designates _____________________, as the “Contractor Representative.” The Contractor Representative shall have the authority to bind the Contractor with respect to the Work and shall be present at the work site as necessary to assure the Contractor’s satisfactory performance. The Contractor Representative shall also be responsible for advising the County Representative of the status of the Work and agrees to take direction only from the County Representative or his designee and to comply promptly and fully with the reasonable requests and directives issued by the County Representative or his designee from time to time. The County may change its representative at any time by notice to the Contractor. The Contractor shall not replace the Contractor Representative unless: (a) The County requests a replacement; or (b) The Contractor terminates the employment of the Contractor Representative and provides a satisfactory substitute. The County must approve a substitute Contractor Representative, and, if no substitute is acceptable, the County may terminate this Contract.

Failure of the Engineer or the County’s on-site representative to call to the attention of the Contractor any defective work or deviations from the Contract Documents shall not constitute acceptance of such work by the County or relieve the Contractor of its obligation to perform the Work in strict accordance with the Contract Documents.

4. REVIEW AND INTERPRETATION.

(a) Review of the Contract Documents. The Contractor shall carefully study and compare the Contract Documents and shall at once report to the Engineer and the County any error, inconsistency, or omission that may be discovered and shall obtain specific written instructions from the Engineer and the County before proceeding with the Work. The Contractor shall perform no portion of the Work at any time without Contract Documents or, where required, approved drawings, specifications, instructions, shop drawings, product data, or samples for such portion of the Work.

(b) Inconsistencies with Law or Regulations. If the Contractor or any of its subcontractors of

TM 23-0572 6 of 21 any tier observes that any of the Contract Documents are at variance with applicable laws, statutes, building codes, ordinances, rules, or regulations, in any respect, the Contractor shall promptly notify the Engineer and the County in writing, and any necessary changes shall be accomplished by appropriate Change Order (as defined in the Paragraph titled Changes in the Work) or other means of resolution.

(c) Work Performed Contrary to Law or Regulations. If the Contractor or any of its subcontractors of any tier perform any work with knowledge or reason to know that it is contrary to such laws, statute, building codes, ordinances, rules, or regulations, and does not notify the Engineer and the County as required in this Section, the Contractor shall assume full responsibility for such Work and shall bear all costs attributable to such Work.

(d) Necessary and Implied Labor, Materials, or Equipment. If labor, materials or equipment, although not described by the drawings or specifications, is required to successfully complete the Work and can reasonably be inferred by competent contractors by virtue of common knowledge or customary practice in the construction industry from the Contract Documents as being necessary to produce the intended result, the Contractor shall perform that work or provide the materials or equipment as if they were specified at no additional cost.

(e) Adjoining Work. The Contractor, before commencing work, shall verify all governing dimensions, and shall examine all adjoining work on which its Work is in any way dependent. No disclaimer of responsibility for defective or non-conforming adjoining work will be considered unless written notice of the same has been filed by the Contractor and agreed to in writing by the Engineer and the County Representative before the Contractor begins any part of the affected Work.

5. PERIOD OF PERFORMANCE.

(a) Notice to Proceed. Within five calendar days of receipt of executed Contract, the

Contractor shall provide the County acceptable bonds (if applicable) and certificates of insurance. The notice to proceed will be issued upon County approval of the bonds (if applicable) and insurance. No Work on a project shall be performed by the Contractor until a notice to proceed for that project is given by the County Representative. The Contractor acknowledges that a notice to proceed will not be issued until the County has received acceptable certificates of insurance and bonds, if applicable.

(b) Contract Time. The Contractor shall begin the Work on the date set forth in the notice to proceed (the “Start Date”) and shall bring the work to Substantial Completion on or before the number of calendar days set forth in the notice to proceed (the “Completion Date”) (together, the “Contract Time”). All time limits in the Contract Documents are of the essence.

(c) Substantial Completion. Substantial Completion of the Work or designated portion thereof shall mean the date certified by the County, in the Notice of Substantial Completion provided pursuant to the Paragraph titled Final Inspection and Payment, when construction is sufficiently complete, in accordance with the Contract Documents, so the County can occupy or utilize the work or designated portion thereof for the use for

TM 23-0572 7 of 21 which it is intended.

6. PROJECT SCHEDULE. The Contractor shall submit a bar chart schedule for the Work (the “Project Schedule”) for each Phase, beginning with Notice to Proceed and concluding with Substantial Completion prior to the commencement of the Work and shall coordinate on a daily basis with the County’s Project Manager. The Project Schedule shall include all lead time for the order, fabrication and delivery of materials for the Work, as well as activities to indicate work by others that may affect the Contractor’s Work, if applicable. It shall contain a sufficient number of activities to allow effective monitoring of the progress of the Work.

Each activity shall contain only the work of a single trade or subcontractor, and shall be less than 10 working days in duration, except procurement and material delivery activities may have a longer duration. Each activity shall be cost-loaded. The sum of all cost-loaded activities shall be equal to the Contract Price, and shall be used to determine the progress payments set forth below. A narrative indicating holidays and nonwork days shall be provided. “Substantial Completion” of the Work or designated portion thereof shall mean the date certified by the County when construction is sufficiently complete, in accordance with the Contract Documents, so the County can occupy or utilize the Work or designated portion thereof for the use for which it is intended.

The Project Schedule and the schedule of values shall be approved by the County Representative prior to receipt of the first payment by the Contractor. Schedule updating shall be done on a monthly basis, or more often as necessary (each a “Schedule Update”).

The Schedule Update shall indicate actual progress to date, changes resulting from change orders, and planned changes as necessary to complete the Work in accordance with the Contract Documents. All costs associated with the development and maintenance of the Project Schedule shall be borne by the Contractor. Acceptance by the County of the Contractor’s Project Schedule does not relieve the Contractor of any of its responsibility whatsoever for the accuracy or feasibility of the Project Schedule, or of the Contractor’s ability to meet the Contract Time, nor does such acceptance expressly or impliedly warrant, acknowledge or admit the reasonableness of the activities, duration, or cost loading of the Contractor’s Project Schedule.

7. UNUSUALLY SEVERE WEATHER CONDITIONS.

(a) It is expressly understood and agreed, by and between the Contractor and the County, that the Contract Time for the completion of the Work is a reasonable time, taking into consideration the climatic and economic conditions and other factors prevailing in the locality of the Work. The Contract Time anticipates “Normal” weather and climate conditions in and around the vicinity of the project site during the times of year that the construction will be carried out. Extensions of time based upon weather conditions shall be granted only if the Contractor demonstrates clearly that such conditions were “unusually severe,” would not have been reasonably anticipated, and that such conditions adversely affected the Contractor’s Work and thus required additional time to complete the Work.

(b) The following specifies the procedure for the determination of time extensions for unusually severe weather. The listing below defines the anticipated number of calendar days lost to adverse weather for each month and is based upon National Oceanic and

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Atmospheric Administration (NOAA) or similar data for the geographic location of the project.

ANTICIPATED CALENDAR DAYS LOST TO ADVERSE WEATHER CONDITIONS:

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTAL

7 5 4 3 3 2 2 2 2 3 3 7 43 days

(c) The above schedule of anticipated adverse weather will constitute the baseline for monthly (or portion thereof) weather time evaluations. Upon acknowledgement of the notice to proceed and continuing throughout the Contract on a monthly basis, actual adverse weather days and the impact of adverse weather days that delay the Work will be recorded on a day-to-day basis. It is assumed that the Work will be carried out Mondays through Fridays (holidays excepted); however, non-standard work hours will be required as specified in the Statement of Work and as shown on the Project Schedule. The number of calendar days of delayed Work due to adverse weather or the impact thereof will then be compared to the monthly adverse weather schedule above.

(d) An actual adverse weather day must prevent Work for 50 percent or more of the Contractor’s workday, delay Work critical to the timely completion of the Project, and be documented by the Contractor. The Contractor shall notify the County Representative in writing if work cannot proceed on a given date, within two calendar days of that date.

The County will use the above written notification in determining the number of calendar days for which Work was delayed during each month.

(e) At the end of each month if the number of calendar days for which Work was delayed due to adverse weather exceeds that shown in the above schedule a Change Order will be executed which increases the Contract Time.

(f) The Contractor’s Project Schedule must reflect the above-anticipated adverse weather delays on all weather-dependent activities. While extension of time shall be granted for “unusually severe” weather or climate conditions, or the impact thereof, the County shall make no monetary compensation for any costs to the Contractor arising out of such delays. The Contractor shall comply with the portions of the Contract Documents relating to its Project Schedule and amendments thereto which result from the “unusually severe” weather condition.

8. PRICE AND PAYMENTS

(a) Contract Price. The County shall pay the Contractor the fixed lump sum amount of $______________ (the “Contract Price”) for the completion and performance of the Work approved and accepted by the County in accordance with the Contractor’s Bid Sheet (the “Contract Price”) and in accordance with the following schedule:

(i) If the Contractor is satisfactorily performing the Contract, and provided the required schedule updates have also been submitted and approved, the County shall make partial payments at the end of each calendar month or as soon thereafter as practicable of ninety-five percent (95%) of the Contract Price based on the calculated value of the Work completed (the “Partial Payments”) and shall retain five percent (5%) of the amount due to the Contractor (the “Retained Amount”) until the Work is complete. If

TM 23-0572 9 of 21 applicable, the Contractor shall make payments to its subcontractors in accordance with C.R.S. § 24-91-103.

(ii) The County shall retain the Retained Amount until the Final Acceptance (as defined below). If the Contractor has completed the Work in a manner finally acceptable to the County, the County may authorize final payment from the Retained Amount upon written request by invoice of the Contractor (the “Final Payment”). Before the Final Payment is made, the County and the Contractor, as applicable, shall comply with the Paragraph titled Final Inspection and Payment, below.

(iii)The Contractor shall, as soon as practicable after the end of each calendar month during performance of the Work, submit an itemized invoice for services performed, stating the percentage of the Work that has been completed and the type of services performed. Each invoice will also include an Application and Certificate of Payment form (AIA Document G702) or equivalent form. The Contractor shall prepare the invoices at its sole cost and shall include sufficient detail to enable the County and the County’s insurance company to verify the appropriateness of the invoice. Each invoice shall be subject to review and approval by the Consultant and the County Representative. The County shall not be required to pay disputed items until the dispute is resolved. Payment of any invoice shall not act as a waiver of the County’s right to recover in full any over-payment revealed by any subsequent audit or inspection or seek any claim for damages or other remedy provided herein. No air travel, car rental, entertainment, education expense, meals or similar or related costs shall be payable without prior written approval of the County.

(iv) Upon written request from the Contractor, the County may pay all or any portion of the Retained Amount to Contractor before Final Acceptance if, in the County’s sole and absolute discretion, the Contractor is making satisfactory progress in any phase of the performance of the Work, the Contractor is otherwise in compliance with the terms of the Contract, and substantial reasons exist for the release of the Retained Amount. In addition, before any payment is made to the Contractor pursuant to this subparagraph, the County shall receive written approval from any surety furnishing bonds for the Work that the release of the requested Retained Amount is acceptable.

(b) Recordkeeping Requirements. The Contractor shall maintain complete and accurate records of time spent and materials used for performance of the Work, together with any invoices, time cards, or other supporting data reasonably requested. All records, data and documentation shall be retained by the Contractor for a period of not less than three (3) years after completion of the Work, and shall be subject to review, inspection and copying by the County upon reasonable notice.

(c) Incorrect Payments. Incorrect payments to the Contractor due to omission, error, fraud, or defalcation may be recovered from the Contractor by deduction from subsequent payments due the Contractor under this Contract or other contracts between County and Contractor.

9. FINAL INSPECTION AND PAYMENT.

(a) Final Inspection. The Contractor shall notify the County when the Work is complete and ready for final inspection by means of a letter of completion (the “Letter of

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Completion”). Included with the Letter of Completion, the Contractor shall deliver to the County, all statements to support state sales and use tax refunds and any as-built drawings. Within ten (10) calendar days of the County’s receipt of the Letter of Completion, the County Representative shall make a final inspection to determine whether the Work has been completed in accordance with this Contract. The County shall provide to the Contractor either a written Notice of Substantial Completion, together with a written list of any defects (the “Punch List”), or a written description of why the Work has not reached Substantial Completion.

(b) Punch List. The Contractor shall promptly correct all Punch List items without additional cost to the County within ten (10) calendar days after receipt of the Punch List. If any defects cannot be corrected within ten (10) working days, the Contractor shall correct such defects promptly and with due diligence.

(c) Consent of Surety. The Contractor shall provide the County with a letter of approval for contract closure from any surety furnishing bonds for the Work provided on AIA Form G707 (“Consent of Surety Letter”) or equivalent form. The Consent of Surety Letter must state that the performance bonds will remain in effect through the expiration of the Guarantee Period as defined in subparagraph (d) of the Paragraph titled Indemnification, Insurance, Bonds and Guarantees.

(d) Final Payment. When the Contractor has fulfilled all of its obligations under this Contract, including all Punch List items, the County Representative will provide the Contractor with a written acceptance of the Work (the “Final Acceptance”). Final Payment, including the retained portion of any progress payments, shall not be made until the County Representative has approved the payment and a notice of contractor’s settlement has been published in accordance with C.R.S. § 38-26-107. The County shall condition publication and final settlement upon receipt of any duly executed Consent of Surety Letter(s). Such final settlement shall be advertised as provided by statute at least twice, the last publication appearing at least ten (10) days prior to the date of final settlement. On the date of final settlement (or such later date as may be permitted by statute if claims are asserted or litigation is commenced alleging nonpayment of funds due for labor, materials, supplies, etc.), Final Payment shall be made in full. The publication requirements of this paragraph shall only apply to contracts where the Contract Price is $50,000.00 or greater.

10. TIME EXTENSIONS AND COMPENSATION FOR DELAY.

(a) Remedy. If the Contractor is delayed or disrupted in the performance of the Work, the Contractor’s exclusive remedy with respect to such delay or disruption shall be as stated in this Paragraph.

(b) Time Extensions. Evaluation of all time extension requests shall be based upon the project schedule submitted to the County by the Contractor prior to commencement of Work for approval (if any).

(c) Definitions. The following words shall have the meaning set forth below:

(i) “Contractor Delay” is defined as delay on a particular date resulting from acts or

TM 23-0572 11 of 21 omissions within the control of the Contractor or its subcontractors, agents or suppliers, including any delay within their joint control.

(ii) “No-Fault Delay” is defined as delay on a particular date resulting from events beyond the reasonable control of and without the fault or negligence of either the Contractor or the County or their agents, employees, contractors, subcontractors, sub-subcontractors or suppliers.

(iii)“Owner Delay” is defined as delay on a particular date resulting from acts or omissions within the control of the County, its agents, employees or contractors, including the County’s Representative.

(iv) “Concurrent Delay” is defined as the occurrence on a particular date of one or more instances of Owner Delay and Contractor Delay, Owner Delay and No-Fault Delay or Contractor Delay and No-Fault Delay.

(d) Completion Date Adjustment. An adjustment in the Completion Date for delay on a particular date shall be made under this subparagraph if any delay on such date is classified as either Owner, No-Fault or Concurrent Delay. The adjustment in the Completion Date shall only be in proportion to the amount of the delay, which is attributable to Owner, or No-Fault Delay. No adjustment in the Completion Date shall be allowed for the portion of the delay that is attributable to Contractor Delay, including but not limited to, that portion of a Concurrent Delay which includes Contractor Delay.

(e) Price Adjustment. An adjustment in Contract Price for delay on a particular date shall be made under this subparagraph only if such delay is classified as either Owner Delay or Concurrent Delay when such Concurrent Delay includes Owner Delay. The adjustment in Contract Price shall only be in proportion to the portion of the delay costs, which is directly attributable to Owner Delay. No adjustment in Contract Price shall be made for the portion of the delay costs, which is attributable to Contractor Delay, or No-Fault Delay, or that portion of a Concurrent Delay which includes Contractor Delay or No- Fault Delay or both.

(f) Mitigation. An adjustment in Contract Price shall be made under this subparagraph only to the extent to which the Contractor can demonstrate that its time-related costs to complete the Work will be increased. The Contractor expressly acknowledges its obligation to minimize the cost impact of compensable delays. The Contractor shall, to the best of its ability, re-assign labor and equipment, commence unaffected portions of the Work, and otherwise minimize delay costs. In no event shall the County be liable for payment of delay costs, which could have been avoided or mitigated by any means reasonably available to the Contractor or for consequential damages.

(g) Notification of Delay and Recovery. The Contractor shall notify the County in writing as soon as practicable regarding the nature and starting date of a delay, and the activities affected, but in no case later than seven (7) calendar days after the event giving rise to the delay. In the case of a continuing delay, only one notification shall be necessary. Any claim for an extension of time for delay shall be made in writing to the County not more than ten (10) calendar days after the end of the delay; otherwise, such claim shall be waived. Recovery of delay costs shall be waived unless a request for a change order for delay costs is submitted within ten (10) calendar days after the end of the delay period.

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The Contractor must also provide a cost and time impact analysis with any request for a change order for delay costs. The cost impact analysis shall contain all direct and indirect labor costs, all material and equipment expenses, any and all documented impact costs related to, and/or occasioned by the Work described therein, as well as all taxes (if applicable under the provisions of this Contract), insurance and profit. Documentation supporting this cost impact analysis must be submitted at the time of the request for change order for delay costs.

11. DEFAULT AND DAMAGES. If the Contractor fails to comply with any provision of the Contract Documents, the Contractor shall be liable for any and all damages, including without limitation, the cost of procuring similar supplies and services and all other costs and expenses incurred by the County because of such failure. If the Contractor fails or refuses to perform the Work on schedule, or to complete the Work in a timely and satisfactory manner, the County may terminate this Contract and the Contractor’s right to proceed hereunder. If the County terminates this Contract under this paragraph, the Contractor may, at the option of the County, be required to cease any or all Work provided for under this Contract and shall be liable for any additional cost to the County for services acceptable to the County from another contractor as well as any actual damages associated with such failure to perform. The cost to complete the Work or any portion thereof which remains unperformed at the time of such termination, together with any other damages, shall be deducted from any sum payable hereunder before final payment to the Contractor.

12. LIQUIDATED DAMAGES. Time is of the essence in completing the Work. Alternatively, and in lieu of actual damages for delay, the County can pursue liquidated damages. In the event of delay in the Substantial Completion of the Work as specified beyond the Completion Date, it would be difficult to determine the exact amount of the loss or damages suffered by the County. However, the County has attempted to forecast a reasonable daily amount as compensation for the damages incurred due to late completion caused by the Contractor, based upon considerations which include, but are not limited to, departmental and public inconvenience and additional contract administration costs. Therefore, for each and every calendar day of delay past the Completion Date (including, and as adjusted by, time extensions) for which the Contractor is at fault for the delay, the Contractor will be liable to the County, as liquidated damages (and not as a penalty), in the amount of Five Hundred and 00/100 Dollars ($500.00) per day. The County reserves the right to deduct said liquidated damages from any amount due the Contractor under this Contract or, at its option, to collect such liquidated damages directly from the Contractor or its surety. The County reserves the right to recover its actual damages in lieu of recovery of liquidated damages under this section.

13. CHANGES IN THE WORK. The County Representative, by written instructions issued to the Contractor, may extend the Start Date or the Completion Date or make such changes in the Work as may be necessary to accomplish the purposes intended to be provided under this Contract. The County Representative shall also have such further authority, if any, as may be specifically granted or authorized by the Board of County Commissioners to initiate or process change orders affecting the Contract Price or quantity of services to be performed.

All other changes to this Contract must be made by contract amendments. The Contractor shall not commence any changed or increased work prior to receipt of a duly executed

TM 23-0572 13 of 21 change order or contract amendment unless directed by the County as provided herein.

Except as provided below, the County shall have no duty or obligation whatsoever to compensate or to reimburse the Contractor for any additional work not specifically authorized as provided herein. In the event (i) the County requires additional compensable work to be performed by the Contractor prior to the execution or other finalization of a change order or contract amendment, and (ii) the Contractor has submitted to the County an estimate of the cost for the additional compensable work, then the County shall reimburse the Contractor for the costs associated with such additional work on a periodic basis in accordance with the terms of this Contract.

14. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties relating to the subject matter hereof. The Contractor’s rights and obligations shall be solely governed by the terms and conditions of this Contract and the Contract Documents. The terms and conditions of any Contractor invoice, Contractor time sheet, or other form, including but not limited to indemnification, limitation of liability, or cancellation fees, shall be void and of no effect against the County notwithstanding any signatures on such form by a County employee. Any County employee’s signature on Contractor’s forms shall be effective only to establish receipt of services. This Contract may only be modified or amended by a writing signed by the authorized signatories of the parties.

15. TERMINATION. The County reserves the right to terminate this Contract, in whole or in part, with or without cause by written notice to the Contractor. In the event of termination, the Contractor shall incur no additional expenses and shall perform no further Work for the County under this Contract after the date of receipt of the notice of termination, unless otherwise specified by the County. The County shall pay the Contractor for all Work satisfactorily performed prior to receipt of the notice of termination and for other services required by the County to be completed prior to termination and satisfactorily performed.

Termination by the County for any reason does not waive the County’s right to seek damages from the Contractor, including under the paragraph titled, Liquidated Damages.

16. CONFIDENTIALITY. During the course of Contractor’s performance of the Work, the Contractor may have access to certain confidential and proprietary information owned or controlled by the County that may be disclosed to the Contractor and the Contractor’s employees, agents, representatives, assigns or subcontractors orally, in writing or by observation. All such information disclosed to the Contractor or the Contractor’s employees shall be maintained in strict confidence, shall not be used except as necessary for the performance of the Contract and shall not be disclosed to any third party without prior written approval of the County unless required under the Colorado Public Records Act or other law.

17. NON-ASSIGNMENT, SUBCONTRACTORS. The Contractor shall not assign this Contract or engage any subcontractor without the prior written consent of the County Representative. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. The Contractor shall bind each subcontractor to the terms of this Contract. This Contract is voidable by the County and the County may terminate this Contract if the Contractor assigns or subcontracts its performance of this Contract without the prior written consent of the County Representative, which may be denied or conditioned

TM 23-0572 14 of 21 in the sole discretion of the County Representative. Any such assignment or subcontracting without the County Representative’s prior written consent shall be a material breach of this Contract. Subject to these limitations, this Contract will inure to the benefit of and be binding upon the parties and their respective successors and assigns.

18. INDEPENDENT CONTRACTOR STATUS, PAYMENT OF TAXES, AND

UNEMPLOYMENT INSURANCE. The Contractor is an independent contractor and is not an agent, servant or employee of the County. The Contractor and its employees are not entitled to workers’ compensation benefits through the County. The Contractor is solely responsible for necessary and adequate workers’ compensation insurance and shall be responsible for withholding and paying all federal and state taxes. The Contractor and its employees are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by the Contractor or an entity other than the County. The Contractor hereby acknowledges full and complete liability for and timely payment of all local, state and federal taxes imposed including, without limitation, tax on self-employment income, unemployment taxes and income taxes.

19. INDEMNIFICATION, INSURANCE, BONDS AND GUARANTEES.

(a) Indemnification. The Contractor agrees to and does indemnify, defend, and hold the County and its agents and employees harmless from and against any and all claims, damages, losses, injuries, costs and expenses, including attorney’s fees, relating to or arising out of any act or omission of the Contractor and its employees, agents, subcontractors or consultants relating to the Work.

(b) Insurance. The Contractor and its subcontractors shall purchase and maintain such insurance in a company or companies licensed to do business in the State of Colorado as will protect them from claims which may arise out of or result from operations under the Contract, whether such operations be by themselves or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The insurance required in this subparagraph shall be written for not less than the amounts set forth in Exhibit D, attached hereto. The Contractor, prior to commencing the Work and during the term of this Contract, shall provide the County written evidence of insurance coverage within three (3) business days of a request from the County. The Contractor shall provide the County no less than thirty (30) days’ prior written notice of any proposed change to, or cancellation of the insurance coverage. Any proposed change to the insurance coverage shall comply with the terms of this Contract.

If requested by the County, the Contractor shall request from its insurance company an endorsement to the insurance policy for this Contract, in a form approved by the County Attorney’s Office, which will require the insurance company to provide the County with notice of cancellation of the policy. The Contractor shall promptly comply with all terms of the endorsement and shall pay the cost of the endorsement. Any deviations below the insurance standards set forth above must be approved by Jefferson County Safety & Compliance.

(c) Performance and Payment Bonds. If the Contract Price exceeds the sum of Fifty

Thousand Dollars ($50,000), prior to commencing work, the Contractor shall furnish, at

TM 23-0572 15 of 21 the Contractor’s expense, a separate performance bond and a labor and materials bond, for an amount not less than 100% of the Contract Price. The bonds shall be issued by a qualified corporate surety licensed to transact business in Colorado. If at any time during performance of the Work the surety on the bonds shall be disqualified from doing business in Colorado, or shall become insolvent or otherwise impaired, the Contractor shall furnish bonds from an alternate surety acceptable to the County. The bonds shall remain in effect until completion of all warranty and guaranty work, and shall be delivered to the County prior to the commencement of the Work. The Contractor shall secure an increase in the bonds in an amount equal to the cost of any additional work authorized pursuant to a duly executed change order or contract amendment.

(d) Guarantee. The Contractor warrants that it will perform the Work in a timely, accurate and complete manner in accordance the provisions of the Contract Documents. The Contractor warrants that the materials and/or workmanship will conform to the Contract Documents and that the materials used will be of good quality and new and that the Work shall be free from defects. The Contractor shall guarantee the Work against defects in workmanship and materials for a period of 1 year, or longer if a longer period is set forth elsewhere in the Contract Documents, commencing on the date of Substantial Completion of the Work certified by the County Representative in the Notice of Substantial Completion (the “Guarantee Period”). The Contractor shall promptly replace any materials or re-perform any portion of the Work found to be defective within the Guarantee Period in accordance with this Contract and without expense to the County.

The time allowed for such corrective action shall be mutually agreed upon by the County and the Contractor. If the Contractor fails to proceed promptly in accordance with these guarantees, the County reserves the right to place the Contractor in default of its contractual obligations and may have the Work performed at the expense of the Contractor. This provision shall survive the completion of the Work and the termination of this Order. The Contractor shall also assign to the County any longer term guarantee of materials used by the Contractor as may be provided by the manufacturer. The above guarantee does not limit any claims that the County may otherwise have against the Contractor.

(e) Bonds and Certificates of Insurance. All bonds, certificates of insurance and guarantees required by this Contract shall be submitted by the Contractor to the County prior to commencement of the Work. Within a reasonable time after submittal, the County shall either approve the certificates of insurance or notify the Contractor of any unacceptable conditions stating the specific reasons therefor. The Contractor shall promptly re-submit an acceptable certificate of insurance, which the County shall review within a reasonable time. The County shall not issue a notice to proceed until all required certificates of insurance and bonds have been accepted by the County.

20. APPROPRIATION.

(a) Appropriation of Funds. For the express purpose of complying with the County’s financial obligations hereunder, the County will appropriate funds equal to or in excess of the Contract Price. The County will not issue a change order or other order resulting in compensable work by the Contractor that causes the aggregate amount payable under this

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Contract to exceed the amount appropriated, unless an appropriation has been made to cover the costs of the additional work.