AGR ARFF Truck Foam Cleanout RFP 2025.pdf

949 E 2nd AVENUE

DURANGO CO 81301

STANDARD FORM OF AGREEMENT

BETWEEN

CITY AND CONTRACTOR

FOR

DRO ARFF TRUCK FOAM CLEAN OUT 2025

AGREEMENT

Made as of the _______ day of _______________________ in the year 2025.

BETWEEN the City: City of Durango 949 E 2nd Avenue Durango CO 81301

And the Contractor:

For the following Project: Durango-La Plata County Airport ARFF Truck Cleanout, AGR Lightner Creek Bridges Page 2 of 12 3/20/2025

PART 1

CONTRACT DOCUMENTS

1.1 The Contract Documents consist of the following:

(a) This Agreement;

(b) The Invitation for Bids, OR Request for Proposlas, and all addenda and attachments;

(c) The Contractor’s Bid;

(d) Information for Bidders, if applicable;

(e) City of Durango General Conditions and Standard Specifications, if applicable;

(f) Special Provisions;

(g) Other documents, plans, or drawings listed in the Invitation for Bids;

(h) Notice of Award;

(i) Acceptance of Notice of Award;

(j) Notice to Proceed;

(k) Change Orders, and

(l) Modifications issued after execution of the Agreement

1.2 All of the above-listed 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 Agreement. If there is any conflict between this Agreement and the other Contract Documents, the specifications, terms and conditions indicated in the Invitation for Bids, Request for Proposals, or Request for Professional Services shall control.

1.3 The Contract Documents represent the entire and integrated agreement between the parties hereto and supersede any and all prior negotiations, representations or agreements, either written or oral. Except as provided herein, this Contract may not be modified or amended except by written agreement signed by the parties.

1.4 The Agreement is this executed Standard Form of Agreement between City and Contractor.

PART 2

CONTRACT SUM

2.1 The City shall pay the Contractor, in current funds, for the Contractor’s performance of the

Contract in the total lump sum amount of $000,000.00, subject to additions and deductions as provided in the Contract Documents.

2.2 Based upon Invoices submitted by the Contractor, the City shall make payments to the Contractor for actual work performed. Invoices shall indicate a description of the work performed and percentage completion, as specified in the Contract Documents. All payments shall be paid no later than thirty (30) days from the receipt of the invoice.

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2.3 Payment terms will be set at Thirty (30) days from project manager acceptance of monthly pay application.

2.4 Retainage. The amount to be retained from payments shall be five (5) percent of the value of the completed work, exclusive of payments for materials on hand, but not greater than two and half (2.5) percent of the amount of the contract. When the retainage has reached two and half (2.5) percent of the amount of the contract, no further retainage will be made, and this amount will be retained until such time as final payment is made. If applicable, the Contractor shall make payments to its subcontractors in accordance with C.R.S. Section 24-91-103.

2.5 The appropriated funds for this project are equal to or exceed the amount of the contract stated in

Paragraph 4. Pursuant to C.R.S. § 24-91-103.6(2), any change order or change directive requiring additional compensable work to be performed which work causes the aggregate amount available under the contract to exceed the amount appropriated for the original contract shall be agreed to in writing, signed by both parties and shall assure that the City has made lawful appropriations to cover the costs of the additional work. Any change order or directive made by the City requiring additional compensable work to be performed shall be performed at the hourly rates and/or unit pricing set forth in the contractor’s bid and shall be reimbursed at the contractor's costs on a monthly basis for all additional directed work performed until a change order is finalized. However, in no instance shall the periodic reimbursement be required before the contractor has submitted an estimate of cost to the City for the additional compensable work to be performed.

PART 3

SCOPE OF SERVICES

3.1 The Contractor shall execute the entire scope of services per the scope of work described in the

Request for Proposals dated June 23, 2025, any Addenda issued, and the Contractor’s Bid, dated July TBD, 2025, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.

PART 4

CITY’S RESPONSIBILITIES

4.1 The City shall provide full information regarding requirements for Work to be performed.

4.2 The City shall designate, when necessary, a representative authorized to act in the City’s behalf with respect to the Project or Project Documents.

4.3 The City shall furnish required information as expeditiously as necessary for the orderly progress of the Work, and the Contractor shall be entitled to rely upon the accuracy and completeness thereof.

PART 5

DATE OF COMMENCEMENT

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5.1 The date of commencement is the date of this Agreement, as first written above, unless a different date is stated below, or provision is made for the date to be fixed in a notice to proceed issued by the City.

PART 6

CONTRACTOR’S PROJECT SCHEDULE

6.1 The Contractor shall provide a Critical Path Method (CPM) schedule (“Project Schedule”) covering the duration of the Work, beginning with the receipt of the signed Agreement and concluding with Substantial Completion. The follow requirements must be met:

(a) The Project Schedule shall include design, engineering, agency review, permitting process, construction, and anticipated weather days.

(b) The Project Schedule 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.

(c) Each activity shall be less than ten (10) working days in duration. Procurement and material delivery, surveying, and shop drawing approvals may exceed ten (10) working days in duration. Activities exceeding the (10) working days in duration shall be separated into two or more individual activities by area, type of work, etc. to allow for effective monitoring of the Work.

(d) Each activity shall be cost loaded. The sum of all cost loaded activities shall be equal to the Contract Price. Any costs associated with drawings or submittals shall be included in the cost loading of the Work.

(e) The Project Schedule must include activities that indicate work by others that may affect the Contractor’s Work.

6.2 Adverse Weather Conditions. Extensions of time based upon weather conditions shall be granted only if the Contractor clearly demonstrates that such conditions were severe, could not have been reasonably anticipated, and that such conditions adversely affect the Contractor’s Work and thus required additional time to complete the Work.

6.2.1 An 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 and provided to the City within two calendar days. The City will use the written notification in determining the number of calendar days for which Work was delayed during each month.

6.2.2 The Project Schedule must reflect anticipated adverse weather delays on all weather-dependent activities. While extensions of time can be granted for adverse weather as described above, no monetary compensation shall be made by the City for any costs to the Contractor arising out of such delays.

6.3 Contractor shall update Project Schedule on a monthly basis and review with the City on a weekly basis at the weekly progress meeting. Each revision 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.

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6.4 All costs associated with the development and maintenance of the Project Schedule shall be borne by the Contractor.

PART 7

TIME FOR COMPLETION AND LIQUIDATED DAMAGES

7.1 The date of beginning and the time for completion of the work are essential conditions of the Contract

Documents and the work embraced shall be commenced on the date specified in the Notice to Proceed.

7.2 The Contractor will proceed with the work at such a rate or progress to insure full completion within the Contract time. It is expressly understood and agreed, by and between the Contractor and the Contracting Agency, that the contract time for the completion of the work described herein is a reasonable time, taking into consideration the average climatic and economic conditions and other factors prevailing in the locality of the work.

7.3 Should the Contractor fail to complete the work within the Contract time, or extension of time granted by the Contracting Agency, the Contractor shall pay the Contracting Agency the amount of liquidated damages as specified in the Bid Documents for each calendar day the Contractor may be in default of the time stipulated in the Contract Documents.

7.3.1 The Contractor shall not be charged with liquidated damages provided the delay in completion of the work is due to the following and the Contractor has promptly given written notice of such delay to the Contracting Agency or Engineer.

7.3.1.1 To any preference, priority or allocation order duly assigned by the Contracting

Agency.

7.3.1.2 To unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including but not restricted to, acts of God, or of the public enemy, acts of omission of the Contracting Agency, floods, epidemics, quarantine restrictions, strikes, material or fuel shortages due to governmental regulations or allocations, freight embargoes and abnormal or unusually severe weather.

7.3.1.3 Permitting the Contractor to continue and finish the work or any part of it after the time fixed for its completion, or after the date to which the time fixed for its completion may have been extended, will in no way operate as a waiver on the part of the Contracting Agency of any of its rights under the Contract.

PART 8

FINAL INSPECTION AND FINAL PAYMENT

8.1 Final Inspection. The Contractor shall notify the City when the Work is complete and ready for final inspection by means of a letter of completion. Within ten (10) working days thereafter, the City shall make a final inspection to determine whether the Work has been completed in accordance with the Contract Documents and shall submit a written list of any defects to the Contractor. The Contractor shall promptly correct any defects without additional cost to the City

AGR Lightner Creek Bridges Page 6 of 12 3/20/2025 within ten (10) working days after receipt of the list of defects. If any defects cannot be corrected within ten (10) working days, the Contractor shall initiate corrective measures within said period of ten (10) working days and shall thereafter pursue correction of such defects promptly and with due diligence. The Contractor shall also deliver to the City all guarantees and warranties, all statements to support state sales and use tax refunds, final plan set, record sets, as-constructed plans, geotechnical reports, documentations and calculations, approved shop drawings, and material testing records as a complete package. The Contractor shall provide the City 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).

8.2 Final Acceptance and Final Payment. If the Contractor has completed the Work in a manner finally acceptable to the City (“Final Acceptance”), the City may authorize final payment (“Final Payment”) from the Retained Amount upon written request by invoice of the Contractor and completion of the following conditions:

(a) The City shall determine that satisfactory and substantial reasons exist for the Final

Payment;

(b) The City shall require written approval from any surety furnishing bonds for the Work;

(c) The City may require the Contractor to provide evidence that payment has been made to all subcontractors, consultants, and suppliers;

(d) A notice of contractor’s settlement shall have been published in accordance with C.R.S.

§38-26-107.

PART 9

CITY’S RIGHT TO STOP THE WORK

9.1 If the Contractor fails to correct defective Work or fails to carry out the Work in accordance with the Contract Documents, the City, by a written order, may order the Contractor to stop the Work or any portion thereof, until the cause for such order has been eliminated.

9.2 The City may order the Contractor in writing to suspend all or any part of the Work for such period of time as the City may determine to be appropriate for the City’s convenience.

9.3 Upon receipt of any such suspension order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize incurring costs allocable to the Work covered by the order during the period of Work suspension.

9.4 If the City, pursuant to paragraph 8.2, suspends the performance of all or any part of the Work, the Contractor may make application for an adjustment in Contract Time and/or Contract Price, as applicable.

PART 10

CITY’S RIGHT TO CARRY OUT THE WORK

10.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract

Documents and fails within seven (7) days after receipt of written notice from the City to commence and continue correction of such default or neglect with diligence and promptness, the

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City may, without prejudice to any other remedies it may have, initiate and complete the necessary work to cure such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due to Contractor, the cost of correcting such deficiencies, including compensation for the any additional services of the City’s consultant’s made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the City by way of reimbursement.

PART 11

UNCOVERING THE WORK

11.1 If any portion of the Work should be covered contrary to the request of the City or contrary to requirements specifically expressed in the Contract Documents relative to inspection by the City, it must, if required in writing by the City, be uncovered for its observation and inspection and shall be replaced at the Contractor’s expense.

11.2 If any other portion of the Work has been covered, the City may request to see such Work and the Contractor shall uncover it. If such Work is found to be in accordance with the Contract Documents, the cost of uncovering and replacement shall be charged to the City by appropriate Change Order. If such Work is found not to be in accordance with the Contract Documents, the Contractor shall pay such costs unless it is found that the City caused this condition, in which event the City shall be responsible for the payment of such costs.

PART 12

CORRECTION OF WORK

12.1 The Contractor shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all designs, plans, reports, drawings, and other services rendered by the Contractor; and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies which may occur.

12.2 The Contractor shall promptly correct all Work rejected by the City as defective or as failing to conform to the Contract Documents observed before Final Acceptance and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work, including compensation for the City’s additional services made necessary thereby. This obligation shall survive termination of the Contract. The City shall give such notice promptly after discovery of the condition.

12.3 The Contractor shall remove from the site all portions of the Work which are defective or non-conforming and which have not been corrected, unless the City waives such removal, in writing.

12.4 If the Contractor fails to correct defective or non-conforming Work, the City may correct it in accordance with Part 9 (City’s Right to Carry Out the Work).

12.5 If the Contractor does not proceed with the correction of such defective or non-conforming Work within a reasonable time fixed by written notice from the City, the City may remove such work and may store the materials or equipment at the expense of the Contractor. If the Contractor does not pay the cost of such removal and storage within ten (10) days after billing from the City

AGR Lightner Creek Bridges Page 8 of 12 3/20/2025 for such costs, the City, upon ten (10) additional days’ written notice, may sell such Work (materials and equipment) at auction or at private sale and shall account to the Contractor for the net proceeds thereof, after deducting all the costs that should have been borne by the Contractor, including compensation for the City’s additional services made necessary thereby. If such proceeds of sale do not cover all costs that the Contractor should have borne, the difference shall be charged to the Contractor and an appropriate Change Order shall be issued. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the City by way of reimbursement.

12.6 The Contractor shall bear the cost of making good all work of the City or separate contractors destroyed or damaged by such correction or removal, unless in the City’s sole discretion, the City agrees to a percentage deduction of the total contract payment, in lieu of said correction or removal of Work.

PART 13

CHANGES IN THE WORK

13.1 The City may from time to time, by written notice to the Contractor, extend the Start or

Completion Dates or make changes in the Work necessary or convenient to accomplish the purpose intended by the Contract Documents. The City shall have such further authority, if any, as may be specifically granted or authorized by the City to initiate or process administrative Change Orders affecting the price or quantity of the Work to be performed. A Change Order is a written order to the Contractor signed by the City, issued after execution of the Contract, authorizing a change in the Work or an adjustment in the Completion Date or Contract Price. By signing the Change Order, the Contractor indicates agreement with the Change Order, including, without limitation, the adjustment in the Contract Price or the Period of Performance set forth within such Change Order. The Contractor agrees to minimize the cost of all Change Order to the extent possible.

13.2 The cost or credit to the City resulting from a change in the Work shall be determined in one or more of the following ways:

(a) by mutual acceptance of a lump sum, properly itemized and supported by sufficient substantiating data to permit evaluation.

(b) by unit prices stated in the Contract Documents or subsequently agreed upon; or

(c) by cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee.

PART 14

TERMINATION OF AGREEMENT

14.1 This Agreement may be terminated by either party upon seven (7) days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination.

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14.2 This Agreement may be terminated by the City upon at least seven (7) days written notice to the Contractor in the event that the Project is permanently abandoned, or in the event circumstances dictate that the project be terminated at the discretion of the City.

PART 15

NONDISCRIMINATION

15.1 The Contractor shall, in all hiring or employment made possible or resulting from this agreement, take affirmative action to ensure that there shall be no unlawful discrimination against any employee or applicant for employment because of sex, race, age, color, creed, national origin, marital status or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.

15.2 No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status, or the presence of any sensory, mental or physical handicap.

PART 16

HOLD HARMLESS/INDEMNIFICATION

16.1 To the fullest extent permitted by law, the Contractor agrees to indemnify and hold harmless the

City of Durango, 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 negligent 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 the act, omission, or other fault of the City of Durango.

PART 17

BONDS, AND INSURANCE

17.1 Performance and Payment Bonds. For the construction portion of the Work, the Contractor shall furnish, at the Contractor’s expense, a performance bond and a separate labor and materials payment bond, each 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 City. The bonds shall be delivered to the City’s Purchasing Agent prior to the commencement of the Work and shall remain in effect until one year from completion of the Work. The Contractor shall secure an increase in the bonds in

AGR Lightner Creek Bridges Page 10 of 12 3/20/2025 an amount equal to the cost of any additional work authorized pursuant to a duly executed Change Order or contract amendment.

17.2 Insurance. The Contractor and any subcontractors or subconsultants shall purchase and maintain insurance coverage in a company or companies licensed to do business in the State of Colorado in not less than the minimum limits set forth in the Invitation for Bids. Certificates evidencing such coverage shall be delivered to the City’s Grants/Contracts Division prior to the start of Work. Such certificates shall name the City of Durango as the insured and which shall further provide that coverage may not be discontinued or materially modified without at least 15 days prior written notice to the City of Durango.

PART 18

COMPLIANCE WITH LAWS

18.1 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. It is not the responsibility of Contractor to determine that this Agreement and the contract documents are in accordance with applicable laws, statutes, building codes, and regulations; however, if Contractor knows, or should have reason to know, that any of the contract documents are at variance therewith in any respect, Contractor shall promptly notify the City of Durango in writing, and any necessary changes shall be made as provided herein.

PART 19

INDEPENDENT CONTRACTOR

19.1 There is no employment relationship created pursuant to this Agreement and the Contractor is and shall remain an independent contractor for all purposes hereunder.

PART 20

MISCELLANEOUS PROVISIONS

20.1 This Agreement shall be governed by the laws of the State of Colorado.

20.2 The City and the Contractor respectively bind themselves, their partners, agents, successors, assigns and legal representatives to the other party to this Agreement and to the partners, agents, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the City nor the Contractor shall assign, sublet, or transfer any interest in this Agreement without the prior written consent of the other.

20.3 Contractor shall be required to comply with applicable safety regulations.

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20.4 This project is being conducted in accordance with the City of Durango Purchasing Policy.

20.5 Prior to start of any phase of Work, the following documents must be on file in the City’s

Purchasing Department.

20.5.1 Certificates of Insurance, as required by the Contract Documents

20.5.2 Completed W-9 Form

20.5.3 City of Durango Business License

20.5.4 City of Durango Sales Tax License, as required

20.5.5 Performance Bond, as required

20.5.6 Labor and Material Payment Bond as required

PART 21

OWNERSHIP

21.1 Regardless of the future services retained by the successful contractor, all of the products of this project, including recommendations, drawings, artwork, photos, and similar materials used to produce the required submittals, shall become the property of the City of Durango. Any furnished materials shall remain the property of the City of Durango. All such items shall be delivered to the City of Durango in usable condition after completion of the work, and prior to submission of the invoice for payment.

21.2 Any materials excavated from the project site shall be used on the project where possible. The

City reserves the right to maintain possession of any unused excavated materials at the City’s discretion.

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PART 22

SEVERABILITY

22.1 If any provision in the Contract shall be declared by a court of competent jurisdiction to be invalid, such decision shall not invalidate any other part of the provision hereof.

22.2 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows:

Request for Proposals, Dated June 23, 2025. Any Addenda issued with regard to this Proposal, Contractor’s Bid dated July TBD, 2025.

22.3 The Agreement is this executed Standard Form of Agreement between City and Contractor.

THIS AGREEMENT is entered into as of the date and year first written above and is executed in at least two original copies of which one is to be delivered to the Contractor and one to the City.

CITY:

CITY OF DURANGO

By: _____________________________ José R. Madrigal

(SEAL) City Manager 949 E 2nd Avenue Durango CO 81301

ATTEST:

Faye Harmer City Clerk

CONTRACTOR:

(Insert name of corporation, limited liability Firm Name: _____________________________ company, partnership or sole proprietorship)

(insert trade name or name under which doing business as ____________ ____________ corporation, company, partnership or proprietorship is doing business, if different from legal name of entity or proprietor) By: ___________________________________ Signature

Title

Date

MISCELLANEOUS PROVISIONS