Alamosa Drainage Project - Advertisement - Appendix H - Sample Contract.pdf

SC-6.21

Rev. 01/2024

STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

STATE BUILDINGS PROGRAM

CONTRACTOR'S AGREEMENT

DESIGN/BID/BUILD (D/B/B)

(STATE FORM SC-6.21)

STATE AGENCY: Insert Department's or IHE's Full Legal Name

DEPARTMENT ID: XXXX

CONTRACT ID #: Insert CMS Number & Encumbrance Number

PROJECT #: Insert OSC Project Number

PROJECT NAME: Insert Project Name as provided by the State Controller's Office

VENDOR NAME: Insert Contractor's full Legal Name including "Inc.", "LLC" etc.

ATTACHMENT 1: The General Conditions of the Contractor’s Design/Bid/Build (D/B/B) Agreement (SC- 6.23)

Rev. 01/2024 TOC

STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

(STATE FORM SC-6.21)

TABLE OF CONTENTS… ................................................................................................................. Page Table of Contents for the entire Agreement is located in THE GENERAL CONDITIONS OF THE

CONTRACTOR’S DESIGN/BID/BUILD (D/B/B) AGREEMENT (SC-6.23)

SIGNATURE PAGE

RECITALS:

1 ARTICLE 1 PERFORMANCE OF THE WORK

2 ARTICLE 2 PROVISIONS OF THE CONTRACT DOCUMENTS

3 ARTICLE 3 TIME OF COMPLETION

4 ARTICLE 4 ESSENTIAL CONDITION

5 ARTICLE 5 CONTRACT SUM

6 ARTICLE 6 CONTRACT DOCUMENTS

7 ARTICLE 7 OPTIONAL PROVISIONS AND ELECTIONS

7.1 MODIFICATION OF ARTICLE 2: Execution, Correlation, Intent of Documents, Communication and Cooperation

7.2 MODIFICATION 1 OF ARTICLE 27: Labor and Wages

7.3 MODIFICATION 2 OF ARTICLE 27: Labor and Wages

7.4 MODIFICATION OF ARTICLE 39: Non-Binding Dispute Resolution – Facilitated Negotiations

7.5 MODIFICATION OF ARTICLE 45: Guarantee Inspections After Completion

7.6 MODIFICATION OF ARTICLE 46: Time of Completion and Liquidated Damages

8 ARTICLE 8 NOTICE IDENTIFICATION

EXHIBIT A: CONTRACTORS BID ..................................................................................................... A EXHIBIT B: PERFORMANCE BOND ................................................................................................. B EXHIBIT C: LABOR AND MATERIAL PAYMENT BOND ..................................................................... C EXHIBIT D: INSURANCE CERTIFICATE(S) ......................................................................................... D EXHIBIT E: BUILDING CODE COMPLIANCE POLICY .......................................................................... E EXHIBIT F: STATE SALES AND USE TAX FORM ................................................................................. F

EXHIBIT G: APPLICABLE PREVAILING WAGE DETERMINATIONS AND APPRENTICESHIP

CONTRIBUTION RATES ................................................................................................................ G

Rev. 1/2024 1

SIGNATURE PAGE

THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT

Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and to bind the Party authorizing such signature.

*Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor’s behalf and acknowledge that the State is relying on their representations to that effect. Principal is not a recognized title and will not be accepted.

Project Number/Name: Insert OSC Project Number followed by Project Name CMS Contract ID No.: Insert CMS Number & Encumbrance Number

CONTRACTOR

INSERT-Legal Name of Contractor

By: Name & Title of Person Signing for Contractor

Date: _________________________

STATE OF COLORADO

Jared S. Polis, Governor

INSERT-Name of Agency or IHE INSERT-Name & Title of Head of Agency or IHE

By: Name & Title of Person Signing for Agency or IHE

DEPARTMENT OF PERSONNEL & ADMINISTRATION

STATE BUILDINGS PROGRAM State Architect

(or authorized delegate)

By: Name & Title of SBP Delegate

In accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated below by the State Controller (or an authorized delegate) or the Title of IHE CFO per the Fiscal Rules of the individual Institution of Higher Education

STATE CONTROLLER

Robert Jaros, CPA, MBA, JD

By:___________________________________________ Name of Agency or IHE Delegate-Please delete if contract will be routed to OSC for approval

Effective Date:_____________________

Rev. 01/2024 2

STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD (D/B/B) AGREEMENT

(STATE FORM SC-6.21)

Department ID: Insert Dept. Code Contract ID #: Insert Contract ID Project #: insert Project #

1. PARTIES. THIS AGREEMENT is entered into by and between the STATE OF COLORADO, acting by and through the Insert Department's or IHE's Full Legal Name hereinafter referred to as the State or Principal Representative, and Insert Contractor's full Legal Name including "Inc.", "LLC" etc. having its offices at Street address, City, State and Zip Code hereinafter referred to as the Contractor.

2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY. This Agreement shall not be effective or enforceable until it is approved and signed by the State Controller or its designee (hereinafter called the “Effective Date”), but shall be effective and enforceable thereafter in accordance with its provisions. The State shall not be bound by any provision of this Contract before the Effective Date, and shall have no obligation to pay Contractor for any Work performed or expense incurred before the Effective Date.

RECITALS:

WHEREAS, the Principal Representative intends to engage the services of a Contractor for the Insert Project Name as provided by the State Controller's Office hereinafter called the Project; and

WHEREAS, authority exists in the Law and Funds have been budgeted, appropriated, and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment.

WHEREAS, the State has Appropriated and the Principal Representative has been authorized to expend the total sum of Insert Dollar Value in Written Words Dollars ($ ) for this project including all professional services, construction/improvements, project contingencies, furnishings, movable equipment, reimbursable expenses and miscellaneous expenses; and

WITNESSETH, that the State of Colorado and the Contractor agree as follows:

1 ARTICLE 1 PERFORMANCE OF THE WORK

The Contractor shall perform all of the Work required for the complete and prompt execution of everything described or shown in, or reasonably implied from the Contract Documents for the above referenced Project.

Rev. 01/2024 3

2 ARTICLE 2 PROVISIONS OF THE CONTRACT DOCUMENTS

The Contractor agrees to perform the Work to the highest industry standards and to the satisfaction of the State of Colorado and its contractor in strict accordance with the provisions of the Contract Documents.

3 ARTICLE 3 TIME OF COMPLETION

The Contractor agrees to Substantially Complete the Project within calendar days from the date of the Notice to Proceed, in addition, the Contractor agrees to finally complete the Project from Substantial Completion to Final Acceptance within calendar days for a total time of completion of the entire Project of calendar days. The Contractor shall perform the Work with due diligence to completion.

4 ARTICLE 4 ESSENTIAL CONDITION

Timely completion of the Project is an essential condition of this Agreement. The Contractor shall be subject to any liquidated damages described in Article 7.6 for failure to satisfactorily complete the Work within the time periods in Article 3 above.

5 ARTICLE 5 CONTRACT SUM

The Contractor shall be paid for the performance of this Agreement, subject to any additions and deductions as provided for in Articles 32, 34 and 35 of The General Conditions of the Construction Contract SC-6.23, the sum of INSERT DOLLAR VALUE IN WORDS DOLLARS AND NO/100 ($ ).

Description of Work/Date Dollar Amount Base Contract Amount Alt. #01 Alt. #02

Total Contract Sum -$

6 ARTICLE 6 CONTRACT DOCUMENTS

The Contract Documents, as enumerated in Article 1.1 of The General Conditions of the Contractor’s Design/Bid/Build (D/B/B) Agreement (SC-6.23), (the “General Conditions”). The Contract Documents, including the General Conditions, are all essential parts of this Agreement and are fully incorporated herein.

7 ARTICLE 7 OPTIONAL PROVISIONS AND ELECTIONS

The provisions of this Article 7 alter or enlarge upon the following Articles (the General Conditions of the Contractor’s Design/Bid/Build Agreement SC-6.23):

State Buildings Program Note to Drafters: This table is an embedded Excel spreadsheet. Double click on the table to edit in Excel.

Delete the table if there were no alternates accepted.

Rev. 01/2024 4

7.1 MODIFICATION OF ARTICLE 2: Execution, Correlation, Intent of Documents, Communication and Cooperation.

If the box below is marked, certification of apprenticeship utilization is required for all mechanical, sheet metal, fire suppression, sprinkler fitting, electrical and plumbing work on the project.

☒ ______ Principal Representative initial

7.2 MODIFICATION OF ARTICLE 13: Shop Drawings, Product Data and Samples

If the box is marked, the Buy Clean Colorado Act shall be applicable to the Project. The contractor is responsible for submitting Environmental Product Declaration (EPD) information for all eligible materials to be used on the project.

☐ ______ Principal Representative initial

7.3 MODIFICATION 1 OF ARTICLE 27: Labor and Wages

If the box is marked, the Federal Davis-Bacon Act shall be applicable to the Project. The minimum wage rates to be paid on the Project shall be furnished by the Principal Representative and included in the Contract Documents.

☐ ______ Principal Representative initial

7.4 MODIFICATION 2 OF ARTICLE 27: Labor and Wages

If the box is marked, the State prevailing wage statute shall be applicable to the Project. The minimum wage rates to be paid on the Project shall be furnished by the Principal Representative and included in the Contract Documents.

☐ ______ Principal Representative initial

7.5 MODIFICATION OF ARTICLE 39: Non-Binding Dispute Resolution – Facilitated Negotiations

If the box is marked, and initialed by the State as noted, the requirement to participate in facilitated negotiations shall be deleted from this Contract. Article 39, Non-Binding Dispute Resolution – Facilitated Negotiations, shall be deleted in its entirety and all references to the right to the same where ever they appear in the contract shall be similarly deleted.

The box may be marked only for projects with an estimated value of less than $500,000.

☐ ______ Principal Representative initial

7.6 MODIFICATION OF ARTICLE 45: Guarantee Inspections After Completion

If the box below is marked the six month guarantee inspection is not required.

☐ ______ Principal Representative initial

7.7 MODIFICATION OF ARTICLE 46: Time of Completion and Liquidated Damages

If an amount is indicated immediately below, liquidated damages shall be applicable to this Project as, and to, the extent shown below. Where an amount is indicated below, liquidated damages shall be assessed in accordance with and pursuant to the terms of The General Conditions of the Design/Bid/Build Agreement Article 46, Time of Completion And Liquidated Damages, in the amounts and as here indicated. The election of liquidated damages shall limit and control the parties right to damages as the State’s sole and exclusive remedy for delay.

7.7.1 Inability To Use The Project

Rev. 01/2024 5

For the inability to use the Project, for each day after the number of calendar days specified in the Contractor’s bid for the Project and the Agreement for achievement of Substantial Completion, until the day that the Project has achieved Substantial Completion and the Notice of Substantial Completion is issued, the Contractor agrees that an amount equal Insert dollar value in words Dollars ($ ). shall be assessed against Contractor from amounts due and payable to the Contractor under the Contract, or the Contractor and the Contractor’s Surety shall pay to the Principal Representative such sum for any deficiency, if amounts on account thereof are deducted from remaining amounts due, but amounts remaining are insufficient to cover the entire assessment.

7.7.2 Damages Related to Extended Closeout

For damages related to or arising from additional administrative, technical, supervisory and professional expenses related to and arising from the extended closeout period, for each day in excess of the number of calendar days specified in the Contractor’s bid for the Project and the Agreement to finally complete the Project as defined by the issuance of the Notice of Final Acceptance (after the issuance of the final Notice of Substantial Completion), the Contractor agrees that an amount equal to Insert dollar value in words Dollars ($ ). shall be assessed against Contractor from amounts due and payable to the Contractor under the Contract, or the Contractor and the Contractor’s Surety shall pay to the Principal Representative such sum for any deficiency, if amounts on account thereof are deducted from remaining amounts due but amounts remaining are insufficient to cover the entire assessment.

8 ARTICLE 8 NOTICE IDENTIFICATION

All Notices pertaining to this Agreement and the General Conditions (SC-5.23) or otherwise required to be given shall be transmitted in writing, to the individuals at the addresses listed below, and shall be deemed duly given when received by the parties at their addresses below or any subsequent persons or addresses provided to the other party in writing.

NOTICE TO PRINCIPAL REPRESENTATIVE:

Insert Name of Individual acting on the PR behalf Insert Street Address City, State Zip Code Insert email address

With copies to State Buildings Program (or Delegate) Insert Name of Individual acting on OSA/SBP behalf Insert Street Address City, State Zip Code Insert email address

NOTICE TO CONTRACTOR:

Insert Name of Individual acting on the contractor behalf Insert Street Address City, State Zip Code Insert email address

Rev. 01/2024 6

With copies to:

File

SC-6.23

Rev 01/2024

STATE OF COLORADO

STATE BUILDINGS PROGRAM

THE GENERAL CONDITIONS OF THE CONTRACTOR’S DESIGN/BID/BUILD (D/B/B)

AGREEMENT

(STATE FORM SC-6.23)

Rev 01/2024 1

STATE OF COLORADO

STATE BUILDINGS PROGRAM

THE GENERAL CONDITIONS OF THE CONTRACTOR’S DESIGN/BID/BUILD AGREEMENT

(STATE FORM SC-6.23)

TABLE OF CONTENTS ........................................................................................................ Page

1 ARTICLE 1 DEFINITIONS

1.1 CONTRACT DOCUMENTS

1.2 DEFINITIONS OF WORDS AND TERMS USED

2 ARTICLE 2 EXECUTION, CORRELATION, INTENT OF DOCUMENTS, COMMUNICATION AND

COOPERATION

2.1 EXECUTION

2.2 CORRELATION

2.3 INTENT OF DOCUMENTS

2.4 PARTNERING, COMMUNICATIONS AND COOPERATION

3 ARTICLE 3 COPIES FURNISHED

4 ARTICLE 4 OWNERSHIP OF DRAWINGS

5 ARTICLE 5 ARCHITECT/ENGINEER’S STATUS

6 ARTICLE 6 ARCHITECT/ENGINEER DECISIONS AND JUDGMENTS, ACCESS TO WORK AND

INSPECTION

6.1 DECISIONS

6.2 JUDGMENTS

6.3 ACCESS TO WORK

6.4 INSPECTION

7 ARTICLE 7 CONTRACTOR’S SUPERINTENDENCE AND SUPERVISION

8 ARTICLE 8 MATERIALS AND EMPLOYEES

9 ARTICLE 9 SURVEYS, PERMITS, LAWS, TAXES AND REGULATIONS

9.1 SURVEYS

9.2 PERMITS AND LICENSES

9.3 TAXES

9.4 LAWS AND REGULATIONS

10 ARTICLE 10 PROTECTION OF WORK AND PROPERTY

10.1 GENERAL PROVISIONS

10.2 SAFETY PRECAUTIONS

10.3 EMERGENCIES

Rev 01/2024 TOC

11 ARTICLE 11 DRAWINGS AND SPECIFICATIONS ON THE WORK

12 ARTICLE 12 REQUESTS FOR INFORMATION AND SCHEDULES

12.1 REQUESTS FOR INFORMATION

12.2 SCHEDULES

13 ARTICLE 13 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

13.1 SUBMITTAL PROCESS

13.2 FABRICATION AND ORDERING

13.3 DEVIATIONS FROM DRAWINGS OR SPECIFICATIONS

13.4 CONTRACTOR REPRESENTATIONS

14 ARTICLE 14 SAMPLES AND TESTING

14.1 SAMPLES

14.2 TESTING - GENERAL

14.3 TESTING - CONCRETE AND SOILS

14.4 TESTING - OTHER

15 ARTICLE 15 SUBCONTRACTS

15.1 CONTRACT PERFORMANCE OUTSIDE OF THE UNITED STATES OR COLORADO

15.2 SUBCONTRACTOR LIST

15.3 SUBCONTRACTOR SUBSTITUTIONS

15.4 CONTRACTOR RESPONSIBLE FOR SUBCONTRACTORS

16 ARTICLE 16 RELATIONS OF CONTRACTOR AND SUBCONTRACTOR

17 ARTICLE 17 MUTUAL RESPONSIBILITY OF CONTRACTORS

18 ARTICLE 18 SEPARATE CONTRACTS

19 ARTICLE 19 USE OF PREMISES

20 ARTICLE 20 CUTTING, FITTING OR PATCHING

21 ARTICLE 21 UTILITIES

21.1 TEMPORARY UTILITIES

21.2 PROTECTION OF EXISTING UTILITIES

21.3 CROSSING OF UTILITIES

22 ARTICLE 22 UNSUITABLE CONDITIONS

23 ARTICLE 23 TEMPORARY FACILITIES

23.1 OFFICE FACILITIES

23.2 TEMPORARY HEAT

23.3 WEATHER PROTECTION

23.4 DUST PARTITIONS

23.5 BENCH MARKS

23.6 SIGN

23.7 SANITARY PROVISION

24 ARTICLE 24 CLEANING UP

25 ARTICLE 25 INSURANCE

25.1 GENERAL

25.2 COMMERCIAL GENERAL LIABILITY INSURANCE (CGL)

25.3 AUTOMOBILE LIABILITY INSURANCE

25.4 WORKERS' COMPENSATION INSURANCE

25.5 UMBRELLA LIABILITY INSURANCE

25.6 BUILDER’S RISK INSURANCE

25.7 POLLUTION LIABILITY INSURANCE

25.8 ADDITIONAL MISCELLANEOUS INSURANCE PROVISIONS

26 ARTICLE 26 CONTRACTOR’S PERFORMANCE AND PAYMENT BONDS

27 ARTICLE 27 LABOR AND WAGES

27.1 COLORADO LABOR

27.2 PREVAILING WAGE RATES

28 ARTICLE 28 ROYALTIES AND PATENTS

29 ARTICLE 29 ASSIGNMENT

30 ARTICLE 30 CORRECTION OF WORK BEFORE ACCEPTANCE

31 ARTICLE 31 APPLICATIONS FOR PAYMENTS

31.1 CONTRACTOR’S SUBMITTALS

31.2 ARCHITECT/ENGINEER CERTIFICATION

31.3 RETAINAGE WITHHELD

31.4 RELEASE OF RETAINAGE

32 ARTICLE 32 CERTIFICATES FOR PAYMENTS

33 ARTICLE 33 PAYMENTS WITHHELD

34 ARTICLE 34 DEDUCTIONS FOR UNCORRECTED WORK

35 ARTICLE 35 CHANGES IN THE WORK

35.1 THE VALUE OF CHANGED WORK

35.2 DETAILED BREAKDOWN

35.3 HAZARDOUS MATERIALS

35.4 EMERGENCY FIELD CHANGE ORDERED WORK

35.5 APPROPRIATION LIMITATIONS - C.R.S. § 24-91-103.6, as amended

36 ARTICLE 36 CLAIMS

37 ARTICLE 37 DIFFERING SITE CONDITIONS

37.1 NOTICE IN WRITING

37.2 LIMITATIONS

38 ARTICLE 38 DELAYS AND EXTENSIONS OF TIME

39 ARTICLE 39 NON-BINDING DISPUTE RESOLUTION – FACILITATED NEGOTIATIONS

40 ARTICLE 40 RIGHT OF OCCUPANCY

41 ARTICLE 41 COMPLETION, FINAL INSPECTION, ACCEPTANCE AND SETTLEMENT

41.1 NOTICE OF COMPLETION

41.2 FINAL INSPECTION

41.3 NOTICE OF SUBSTANTIAL COMPLETION

41.4 NOTICE OF ACCEPTANCE

41.5 SETTLEMENT

42 ARTICLE 42 GENERAL WARRANTY AND CORRECTION OF WORK AFTER ACCEPTANCE

43 ARTICLE 43 LIENS

44 ARTICLE 44 ONE-YEAR GUARANTEE AND SPECIAL GUARANTEES AND WARRANTIES

44.1 ONE-YEAR GUARANTEE OF THE WORK

44.2 SPECIAL GUARANTEES AND WARRANTIES

45 ARTICLE 45 GUARANTEE INSPECTIONS AFTER COMPLETION

46 ARTICLE 46 TIME OF COMPLETION AND LIQUIDATED DAMAGES

47 ARTICLE 47 DAMAGES

48 ARTICLE 48 STATE’S RIGHT TO DO THE WORK; TEMPORARY SUSPENSION OF WORK; DELAY

DAMAGES

48.1 STATE’S RIGHT TO DO THE WORK

48.2 TEMPORARY SUSPENSION OF WORK

48.3 DELAY DAMAGES

49 ARTICLE 49 STATE’S RIGHTS TO TERMINATE CONTRACT

49.1 GENERAL

49.2 CONDITIONS AND PROCEDURES

49.3 ADDITIONAL CONDITIONS

50 ARTICLE 50 TERMINATION FOR CONVENIENCE OF STATE

50.1 NOTICE OF TERMINATION

50.2 PROCEDURES

51 ARTICLE 51 CONTRACTOR’S RIGHT TO STOP WORK AND/OR TERMINATE CONTRACT

52 ARTICLE 52 COLORADO SPECIAL PROVISIONS

52.1 CONTROLLER’S APPROVAL, C.R.S. § 24-30-202(1)

52.2 FUND AVAILABILITY, C.R.S. § 24-30-202(5.5)

52.3 GOVERNMENTAL IMMUNITY

52.4 INDEPENDENT CONTRACTOR

52.5 COMPLIANCE WITH LAW

52.6 CHOICE OF LAW, JURISDICTION, AND VENUE

52.7 PROHIBITED TERMS

52.8 SOFTWARE PIRACY PROHIBITION. SOFTWARE PIRACY PROHIBITION

52.9 EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST

52.10 VENDOR OFFSET AND ERRONEOUS PAYMENTS

53 ARTICLE 53 MISCELLANEOUS PROVISIONS

53.1 PROFESSIONAL ASSOCIATION PERMITTED

53.2 DISSOLUTION OF PROFESSIONAL ASSOCIATION

53.3 PUBLIC ART LAW

53.4 ASSIGNMENT

53.5 SUBCONTRACTS

53.6 BINDING EFFECT

53.7 AUTHORITY

53.8 CAPTIONS AND REFERENCES

53.9 COUNTERPARTS

53.10 ENTIRE UNDERSTANDING

53.11 DIGITAL SIGNATURES

53.12 MODIFICATION

53.13 STATUTES, REGULATIONS, FISCAL RULES AND OTHER AUTHORITY

53.14 EXTERNAL TERMS AND CONDITIONS

53.15 SEVERABILITY

53.16 SURVIVIAL AND CERTAIN CONTRACT TERMS

53.17 TAXES

53.18 THIRD PARTY BENEFICIARIES

53.19 WAIVER

53.20 CORA DISCLOSURE

53.21 STANDARD AND MANNER OF PERFORMANCE

53.22 LICENSES, PERMITS, AND OTHER AUTHORIZATIONS

53.23 INDEMNIFICATION

53.24 ACCESSIBILITY

54 ARTICLE 54 CONFIDENTIAL INFORMATION-STATE RECORDS

54.1 CONFIDENTIALITY

54.2 OTHER ENTITY ACCESS AND NONDISCLOSURE AGREEMENTS

54.3 USE, SECURITY, AND RETENTION

54.4 INCIDENT NOTICE AND REMEDIATION

54.5 DATA PROTECTION AND HANDLING

54.6 SAFEGUARDING PERSONAL IDENTIFIABLE INFORMATION (PII)

Rev 01/2024 1

STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

STATE BUILDINGS PROGRAM

THE GENERAL CONDITIONS OF THE CONTRACTOR’S DESIGN/BID/BUILD AGREEMENT

(STATE FORM SC-6.23)

1 ARTICLE 1 DEFINITIONS

1.1 CONTRACT DOCUMENTS

The Contract Documents consist of the following some of which are procedural documents used in the administration and performance of the Agreement:

a) Contractor’s Design/Bid/Build Agreement; (SC-6.21);

b) Performance Bond (SC-6.22) and Labor and Material Payment Bond (SC-6.221);

c) General Conditions of the Contractor’s Design/Bid/Build Agreement (SC- 6.23)

d) and if applicable, Supplementary General Conditions;

e) Detailed Specification Requirements, including all addenda issued prior to the opening of the bids; and,

f) Drawings, including all addenda issued prior to the opening of the bids.

g) Change Orders (SC-6.31) and Amendments (SC-6.0), if any, when properly executed.

h) Authorization to Bid (SBP-6.10)

i) Information for Bidders (SBP-6.12);

j) Bid (SBP-6.13), Bid Alternates, (SBP-6.131) and Unit Pricing (SBP-6.133) if applicable

k) Bid Bond (SBP-6.14);

l) Labor Burden Calculation (SBP-6.18)

m) Notice of Award (SBP-6.15);

n) Builder’s risk insurance certificates of insurance (ACORD 25-S);

o) Liability and Workers’ compensation certificates of insurance;

p) Notice to Proceed (Design/Bid/Build) (SBP-6.26);

q) Notice of Approval of Occupancy/Use (SBP-01);

r) Notice of Partial Substantial Completion (SBP-071);

s) Notice of Substantial Completion (SBP-07);

t) Notice of Partial Final Acceptance (SC-6.27);

u) Notice of Final Acceptance (SBP-6.271);

v) Notice of Partial Contractor's Settlement (SC-7.3);

w) Notice of Contractor’s Settlement (SBP-7.31);

x) Application and Certificate for Contractor’s Payment (SBP-7.2);

y) Other Procedural and Reporting Documents or Forms

Other procedural and reporting documents or forms referred to in the General Conditions, the Supplementary General Conditions, the Specifications or required by the State Buildings Program or the Principal Representative, including but not necessarily limited to Pre-Acceptance Check List

Rev 01/2024 2

(SBP-05) and the Building Inspection Record (SBP-BIR). A list of the current standard State Buildings Program forms applicable to this Contract may be obtained from the Principal Representative on request.

1.2 DEFINITIONS OF WORDS AND TERMS USED

Agreement The term “Agreement” shall mean the written agreement entered into by the State of Colorado acting by and through the Principal Representative and the Contractor for the performance of the Work and payment therefore, on State Form SC-6.21. The term Agreement when used without reference to State Form SC-6.21 may also refer to the entirety of the parties’ agreement to perform the Work described in the Contract Documents or reasonably inferable there from. The term “Contract” shall be interchangeable with this latter meaning of the term Agreement

Amendment The term “Amendment” means a written order signed by the Principal Representative or its authorized agent, issued after the execution of this Agreement, authorizing a change in the Work, the method or manner of performance, an adjustment in the Contract Sum, or the Contract Time as required by State Building Program’s policy Contract Modification Guidelines.

Architect/Engineer The term “Architect/Engineer” shall mean either the architect of record or the engineer of record under contract to the State of Colorado for the Project identified in the Contract Documents.

Change Order The term “Change Order” means a written order directing the Contractor to make changes in the Work, in accordance with Article 35L, The Value of Changed Work.

Colorado Labor The term “Colorado labor”, as provided in C.R.S. § 8-17-101(2)(a), as amended, means any person who is a resident of the state of Colorado, at the time of the public Works project, without discrimination as to race, color, creed, sex, sexual orientation, marital status, national origin, ancestry, age, or religion except when sex or age is a bona fide occupational qualification. A resident of the state of Colorado is a person who can provide a valid Colorado driver’s license, a valid Colorado state-issued photo identification, or documentation that he or she has resided in Colorado for the last thirty days.

Contractor The word “Contractor” shall mean the person, company, firm, corporation or other legal entity entering into a contract with the State of Colorado acting by and through the Principal Representative

CORA

The term “CORA” refers to the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.

Days The term “days” whether singular or plural shall mean calendar days unless expressly stated otherwise. Where the term “business days” is used it shall mean business days of the State of Colorado.

Drawings The term “Drawings” shall mean all drawings approved by appropriate State officials which have been prepared by the Architect/Engineer showing the Work to be done, except that where a list of drawings is specifically enumerated in the Supplementary General Conditions or division 1 of

Rev 01/2024 3 the Specifications, the term shall mean the drawings so enumerated, including all addenda drawings.

Emergency Field Change Order The term “Emergency Field Change Order” shall mean a written change order for extra Work or a change in the Work necessitated by an emergency as defined in Article 35.4 executed on State form SC 6.31 and identified as an Emergency Field Change Order. The use of such orders is limited to emergencies and to the amounts shown in Article 35.4.

Final Acceptance The terms “final acceptance” or “finally complete” mean the stage in the progress of the Work, after substantial completion, when all remaining items of Work have been completed, all requirements of the Contract Documents are satisfied and the Notice of Acceptance can be issued. Discrete physical portions of the Project may be separately and partially deemed finally complete at the discretion of the Principal Representative when that portion of the Project reaches such stage of completion and a partial Notice of Acceptance can be issued.

Fixed Limit of Construction Cost The term “Fixed Limit of Construction Cost” shall set forth a dollar amount available for the total Construction Cost of all elements of the Work as specified by the Principal Representative.

Incident The term ‘incident’ means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et seq., C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent.

Notice The term “Notice” shall mean any communication in writing from either contracting party to the other by such means of delivery that receipt cannot properly be denied. Notice shall be provided to the person identified to receive it in Article 8 of the Agreement. Notice Identification, or to such other person as either party identifies in writing to receive Notice Notwithstanding an email delivery or return receipt, email Notice shall not be adequate. Acknowledgment of receipt of a voice message shall not be deemed to waive the requirement that Notice, where required, shall be in writing.

Occupancy The term “Occupancy” means occupancy taken by the State as Owner after the Date of Substantial Completion at a time when a building or other discrete physical portion of the Project is used for the purpose intended. The Date of Occupancy shall be the date of such first use, but shall not be prior to the date of execution of the Notice of Approval of Occupancy/Use. Prior to the date of execution of a Notice of Approval of Occupancy/Use, the state shall have no right to occupy and the project may not be considered safe for occupancy for the intended use.

Owner The term “Owner” shall mean the Principal Representative.

PII

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The term “PII” shall be defined as personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24-73-101, C.R.S. “PII” shall also mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S.

Principal Representative The term “Principal Representative” shall be defined, as provided in C.R.S. § 24-30-1301(14), as the governing board of a state department, institution, or agency; or if there is no governing board, then the executive head of a state department, institution, or agency, as designated by the governor or the general assembly and as specifically identified in the Contract Documents, or shall have such other meaning as the term may otherwise be given in C.R.S. § 24-30-1301(14), as amended. The Principal Representative may delegate authority. The Contractor shall have the right to inquire regarding the delegated authority of any of the Principal Representative’s representatives on the project and shall be provided with a response in writing when requested.

Product Data The term “Product Data” shall mean all submittals in the form of printed manufacturer’s literature, manufacturer’s specifications, and catalog cuts.

Project The "Project" is the total construction of which the Work performed under the Contract Documents is a part, and may include construction by the Principal Representative or by separate contractors.

Reasonably Inferable The phrase “reasonably inferable” means that if an item or system is either shown or specified, all material and equipment normally furnished with such items or systems and needed to make a complete installation shall be provided whether mentioned or not, omitting only such parts as are specifically excepted, and shall include only components which the Contractor could reasonably anticipate based on his or her skill and knowledge using an objective, industry standard, not a subjective standard. This term takes into consideration the normal understanding that not every detail is to be given on the Drawings and Specifications If there is a difference of opinion, the Principal Representative shall make the determination as to the standards of what reasonably inferable.

Samples The term “Samples” shall mean examples of materials or Work provided to establish the standard by which the Work will be judged.

SBP

The term "SBP" means "State Buildings", which is used in connection with labeling applicable State form documents (e.g., "SBP-01" is the form number for Notice of Approval of Occupancy/Use).

SC

The term "SC" means "State Contract" which is used in connection with labeling applicable State form documents (e.g. "SC 6.23" is the State form number for these General Conditions of the Contractor’s Design/Bid/Build Agreement).

Schedule of Values

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The term “Schedule of Values” is defined as the itemized listing of description of the Work by Division and Section of the Specifications. The format shall be the same as Form SC-7.2. Included shall be the material costs, and the labor and other costs plus the sum of both.

Shop Drawings The term “Shop Drawings” shall mean any and all detailed drawings prepared and submitted by Contractor, Subcontractor at any tier, vendors or manufacturers providing the products and equipment specified on the Drawings or called for in the Specifications.

Specifications The term “Specifications” shall mean the requirements of the CSI divisions of the project manual prepared by the Architect/Engineer describing the Work to be accomplished.

State Buildings Program Shall refer to the Office of the State Architect within the Department of Personnel & Administration of Colorado State government responsible for project administration, review, approval and coordination of plans, construction procurement policy, contractual procedures, and code compliance and inspection of all buildings, public Works and improvements erected for state purposes; except public roads and highways and projects under the supervision of the division of wildlife and the division of parks and outdoor recreation as provided in C.R.S. § 24-30- 1301, et seq. The term State Buildings Program shall also mean that individual within a State Department agency or institution, including institutions of higher education, who has signed an agreement accepting delegation to perform all or part of the responsibilities and functions of State Buildings Program.

State Confidential Information The term “State Confidential Information” shall mean any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information.

State Fiscal Rules State Fiscal Rules means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S.

State Records The term “State Records” shall mean any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA.

Subcontractor The term “Subcontractor” shall mean a person, firm or corporation supplying labor, materials, equipment and/or Services for Work at the site of the Project for, and under separate contract or agreement with the Contractor.

Submittals

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The term “submittals” means drawings, lists, tables, documents and samples prepared by the Contractor to facilitate the progress of the Work as required by these General Conditions or the Drawings and Specifications. They consist of Shop Drawings, Product Data, Samples, and various administrative support documents including but not limited to lists of subcontractors, construction progress schedules, schedules of values, applications for payment, inspection and test results, requests for information, various document logs, and as-built drawings. Submittals are required by the Contract Documents, but except to the extent expressly specified otherwise are not themselves a part of the Contract Documents.

Substantial Completion The terms “substantial completion” or “substantially complete” mean the stage in the progress of the Work when the construction is sufficiently complete, in accordance with the Contract Documents as modified by any Change Orders, so that the Work, or at the discretion of the Principal Representative, any designated portion thereof, is available for its intended use by the Principal Representative and a Notice of Substantial Completion can be issued. Portions of the Project may, at the discretion of the Principal Representative, be designated as substantially complete.

Supplier The term "Supplier" shall mean any manufacturer, fabricator, distributor, material man or vendor.

Surety The term “Surety” shall mean the company providing the labor and material payment and performance bonds for the Contractor as obligor.

Value Engineering “Value Engineering” or “VE” is defined as an analysis and comparison of cost versus value of building materials, equipment, and systems. VE considers the initial cost of construction, coupled with the estimated cost of maintenance, energy use, life expectancy and replacement cost. VE related to this Project shall include the analysis and comparison of building elements in an effort to reduce overall Project costs, while maintaining or enhancing the quality of the design intent, whenever possible.

Work The term “Work” shall mean all or part of the labor, materials, equipment, and other services required by the Contract Documents or otherwise required to be provided by the Contractor to meet the Contractor’s obligations under the Contract.

Work Product The phrase “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work.

2 ARTICLE 2 EXECUTION, CORRELATION, INTENT OF DOCUMENTS, COMMUNICATION AND

COOPERATION

2.1 EXECUTION

The Contractor, within ten (10) days from the date of Notice of Award, will be required to:

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a) Execute the Agreement, State Form SC-6.21;

b) Furnish fully executed Performance and Labor and Material Payment Bonds on State Forms

SC-6.22 and SC-6.221; and

c) Furnish certificates of insurance evidencing all required insurance on standard Acord forms designed for such purpose.

d) Furnish certified copies of any insurance policies requested by the Principal Representative.

e) If Article 7.1 of the Contractor’s Design/Bid/Build Agreement (SC-6.21) applies, furnish documentation that identifies the subcontractors that will be used for all mechanical, sheet metal, fire suppression, sprinkler fitting, electrical, and plumbing work required on the project and certify that that all firms identified participate in apprenticeship programs registered with the United States Department of Labor’s Employment and Training Administration or state apprenticeship councils recognized by the United States Department of Labor and have a proven record of graduating a minimum of fifteen percent of its apprentices for at least three of the past five years;

2.2 CORRELATION

By execution of the Agreement the Contractor represents that the Contractor has visited the site, has become familiar with local conditions and local requirements under which the Work is to be performed, including the building code programs of the State Buildings Program as implemented by the Principal Representative, and has correlated personal observations with the requirements of the Contract Documents.

2.3 INTENT OF DOCUMENTS

The Contract Documents are complementary, and what is called for by any one document shall be as binding as if called for by all. The intention of the documents is to include all labor, materials, equipment and transportation necessary for the proper execution of the Work. Words describing materials or Work which have a well-known technical or trade meaning shall be held to refer to such recognized standards.

In any event, if any error exists, or appears to exist, in the requirements of the Drawings or Specifications, or if any disagreement exists as to such requirements, the Contractor shall have the same explained or adjusted by the Architect/Engineer before proceeding with the Work in question. In the event of the Contractor’s failure to give prior written Notice of any such errors or disagreements of which the Contractor or the Subcontractors at any tier are aware, the Contractor shall, at no additional cost to the Principal Representative, make good any damage to, or defect in, Work which is caused by such omission.

Where a conflict occurs between or within standards, Specifications or Drawings, which is not resolved by reference to the precedence between the Contract Documents, the more stringent or higher quality requirements shall apply so long as such more stringent or higher quality requirements are reasonably inferable. The Architect/Engineer shall decide which requirements will provide the best installation.

With the exception noted in the following paragraph, the precedence of the Contract Documents is in the following sequence:

a) The Supplementary General Conditions, if any;

b) The Colorado Special Provisions, Article 52 of General Conditions of the Contractor’s

Design/Bid/Build (State Form SC-6.23);

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c) The Agreement (SC-6.21);

d) The General Conditions (SC-6.23);

e) Drawings and Specifications, all as modified by any addenda; and

f) Any additional Exhibit to this agreement

Change Orders and Amendments, if any, to the Contract Documents take precedence over the original Contract Documents.

Notwithstanding the foregoing order of precedence, the Special Provisions of Article 52 of the General Conditions, Special Provisions, shall take precedence, rule and control over all other provisions of the Contract Documents.

Unless the context otherwise requires, form numbers in this document are for convenience only.

In the event of any conflict between the form required by name or context and the form required by number, the form required by name or context shall control. The Contractor may obtain State forms from the Principal Representative upon request.

2.4 PARTNERING, COMMUNICATIONS AND COOPERATION

In recognition of the fact that conflicts, disagreements and disputes often arise during the performance of construction contracts, the Contractor and the Principal Representative aspire to encourage a relationship of open communication and cooperation between the employees and personnel of both, in which the objectives of the Contract may be better achieved and issues resolved in a more fully informed atmosphere.

The Contractor and the Principal Representative each agree to assign an individual who shall be fully authorized to negotiate and implement a voluntary partnering plan for the purpose of facilitating open communications between them. Within thirty days (30) of the Notice to Proceed, the assigned individuals shall meet to discuss development of an informal agreement to accomplish these goals.

The assigned individuals shall endeavor to reach an informal agreement, but shall have no such obligation. Any plans these parties voluntarily agree to implement shall result in no change to the contract amount, and no costs associated with such plan or its development shall be recoverable under any contract clause. In addition, no plan developed to facilitate open communication and cooperation shall alter, amend or waive any of the rights or duties of either party under the Contract unless and except by written Amendment to the Contract, nor shall anything in this clause or any subsequently developed partnering plan be deemed to create fiduciary duties between the parties unless expressly agreed in a written Amendment to the Contract. It is also recognized that projects with relatively low contract values may not justify the expense or special efforts required. In the case of small projects with an initial Contract value under $500,000, the requirements of the preceding paragraph shall not apply.

3 ARTICLE 3 COPIES FURNISHED

The Contractor will be furnished, free of charge, the number of copies of Drawings and Specifications as specified in the Contract Documents, or if no number is specified, all copies reasonably necessary for the execution of the Work.

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4 ARTICLE 4 OWNERSHIP OF DRAWINGS

Drawings or Specifications, or copies of either, furnished by the Architect/Engineer, are not to be used on any other Work. At the completion of the Work, at the written request of the Architect/Engineer, the Contractor shall endeavor to return all Drawings and Specifications.

The Contractor may retain the Contractor’s Contract Document set, copies of Drawings and Specifications used to contract with others for any portion of the Work and a marked up set of as-built drawings.

5 ARTICLE 5 ARCHITECT/ENGINEER’S STATUS

The Architect/Engineer is the representative of the Principal Representative for purposes of administration of the Contract, as provided in the Contract Documents and the Agreement. In case of termination of employment or the death of the Architect/Engineer, the Principal Representative will appoint a capable Architect/Engineer against whom the Contractor makes no reasonable objection, whose status under the Contract shall be the same as that of the former Architect/Engineer.

6 ARTICLE 6 ARCHITECT/ENGINEER DECISIONS AND JUDGMENTS, ACCESS TO WORK AND

INSPECTION

6.1 DECISIONS

The Architect/Engineer shall, within a reasonable time, make decisions on all matters relating to the execution and progress of the Work or the interpretation of the Contract Documents, and in the exercise of due diligence shall be reasonably available to the Contractor to timely interpret and make decisions with respect to questions relating to the design or concerning the Contract Documents.

6.2 JUDGMENTS

The Architect/Engineer is, in the first instance, the judge of the performance required by the Contract Documents as it relates to compliance with the Drawings and Specifications and quality of Workmanship and materials.

The Architect/Engineer shall make judgments regarding whether directed Work is extra or outside the scope of Work required by the Contract Documents at the time such direction is first given. If, in the Contractor’s judgment, any performance directed by the Architect/Engineer is not required by the Contract Documents or if the Architect/Engineer does not make the judgment required, it shall be a condition precedent to the filing of any claim for additional cost related to such directed Work that the Contractor, before performing such Work, shall first obtain in writing, the Architect/Engineer’s written decision that such directed Work is included in the performance required by the Contract Documents. If the Architect/Engineer’s direction to perform the Work does not state that the Work is within the performance required by the Contract Documents, the Contractor shall, in writing, request the Architect/Engineer to advise in writing whether the directed Work will be considered extra Work or Work included in the performance required by the Contract Documents.

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The Architect/Engineer shall respond to any such written request for such a decision within three

(3) business days and if no response is provided, or if the Architect/Engineer’s written decision is to the effect that the Work is included in the performance required by the Contract Documents, the Contractor may file with the Principal Representative and the Architect/Engineer a Notice of claim in accordance with Article 36, Claims. Whether or not a Notice of claim is filed, the Contractor shall proceed with the ordered Work. Disagreement with the decision of the Architect/Engineer shall not be grounds for the Contractor to refuse to perform the Work directed or to suspend or terminate performance.

6.3 ACCESS TO WORK

The Architect/Engineer, the Principal Representative and representatives of State Buildings Program shall at all times have access to the Work. The Contractor shall provide proper facilities for such access and for their observations or inspection of the Work.

6.4 INSPECTION

The Architect/Engineer has agreed to make, or that structural, mechanical, electrical engineers or other consultants will make, periodic visits to the site to generally observe the progress and quality of the Work to determine in general if the Work is proceeding in accordance with the Contract Documents. Observation may extend to all or any part of the Work and to the preparation, fabrication or manufacture of materials.

Without in any way meaning to be exclusive or to limit the responsibilities of the Architect/Engineer or the Contractor, the Architect/Engineer has agreed to observe, among other aspects of the Work, the following for compliance with the Contract Documents:

a) Compaction testing reports based upon the findings and recommendations of the Principal

Representative’s testing consultant;

b) Bearing surfaces of excavations before concrete is placed based upon the findings and recommendations of the Principal Representative’s soils engineering consultant;

c) Reinforcing steel after installation and before concrete is poured;

d) Structural concrete;

e) Laboratory reports on all concrete testing based upon the findings and recommendations of the Principal Representative’s testing consultant;

f) Structural steel during and after erection and prior to its being covered or enclosed;

g) Steel welding; Principal Representative will furnish steel welding inspection consultant/agency if required or necessary for the project;

h) Mechanical and plumbing Work following its installation and prior to its being covered or enclosed;

i) Electrical Work following its installation and prior to its being covered or enclosed; and

j) Any special or quality control testing required in the Contract Documents provided by the

Principal Representative’s testing consultant.

If the Specifications, the Architect/Engineer’s instructions, laws, ordinances of any public authority…