Appendix D.1 - Sample DBB Contractor_s Agreement.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)

State Buildings Program Note to Drafters: The project number must be the number provided by the State Controller’s Office. Only if a project is internal to the agency or IHE may the project number be unique to the agency/IHE

Note to Drafters: The Project Name must be the name provided by the State Controller’s Office. Only if a project is internal to the agency or IHE may the project name be unique to the agency/IHE

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 EXHIBIT H: APPRENTICESHIP UTILIZATION CERTIFICATIONS ........................................................... H

SUPPLEMENTARY GENERAL CONDITIONS: FEDERAL PROVISIONS

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:_____________________

The SC5.1 template has been waived from a Risk Assessment and legal review so long as the document is not edited beyond the fillable fields.

State Buildings Program Note to Drafters: If this contract is for a University that is outside State Fiscal Rule, insert the title of the IHE CFO for your organization here

Note to Drafters: If this contract is for a university that is outside of State Fiscal Rule, insert the title of the individual who is allowed to financially obligate the university.

Rev. 01/2024 2

STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

STATE BUILDINGS PROGRAM

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

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

Note to Drafter: Apprenticeship utilization is required if Construction value is $1 million or more and not federally funded

Note to Drafter: Double-click on the box to bring up Check Box Form Field window and select “Checked”

Note to Drafter: The Buy Clean Colorado Act applies to all projects with a construction value of $500,000 or more

Note to Drafter: Federal Davis-Bacon Act might be applicable if federally funded. Confirm with the funding documentation.

Note to Drafter: Double-click on the box to bring up Check Box Form Field window and select “Checked”

Note to drafter: State prevailing wage is required if the construction value is $500,000 or more and not federally funded.

Note to Drafter: Double-click on the box to bring up Check Box Form Field window and select “Checked”

Note to Drafter: Double-click on the box to bring up Check Box Form Field window and select “Checked”

Note to Drafter: Double-click on the box to bring up Check Box Form Field window and select “Checked”

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

Note to drafter: If liquidated damages are not applicable Note “Not Applicable” in this field.

Note to drafter: If liquidated damages are not applicable Note “Not Applicable” in this field.

Rev. 01/2024 6

With copies to:

File

Rev. 01/2024 Ex A

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

EXHIBIT A: CONTRACTORS BID

CONTRACTOR’S BID (Form SBP-6.13) Bid Alternates (Form SBP-6.131) Unit Pricing (Form SBP-6.133) Bid Bond (Form SBP-6.14) Labor Burden Calculation (Form SBP-6.18)

Note to Drafter: Delete Alternates and Unit Pricing if not applicable

Note to drafter: Labor burden is required on ALL construction projects

Rev. 01/2024 Ex B

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

EXHIBIT B: PERFORMANCE BOND

PERFORMANCE BOND (Form SC-6.22)

Rev. 01/2024 Ex C

STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

EXHIBIT C: LABOR AND MATERIAL PAYMENT BOND

LABOR AND MATERIAL PAYMENT BOND (Form SC-6.221)

Rev. 01/2024 Ex D

STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

EXHIBIT D: INSURANCE CERTIFICATE(S)

INSURANCE CERTIFICATE(S) (attached)

Rev. 01/2024 Ex E

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

EXHIBIT E: BUILDING CODE COMPLIANCE POLICY

BUILDING CODE COMPLIANCE POLICY: COORDINATION OF APPROVED BUILDING CODES, PLAN REVIEWS

AND BUILDING INSPECTIONS

Refer to the State Architect Office’s Building Codes Webpage for:

Building Code Compliance Policy (Rev. ); and

Approved State Building Codes (Rev. ); which is Exhibit A to the Building Code Compliance Policy.

The State Architect Office’s Building Codes Webpage is available at:

https://osa.colorado.gov/state-buildings/building-codes

Rev. 01/2024 Ex F

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

EXHIBIT F: STATE SALES AND USE TAX FORM

STATE SALES AND USE TAX FORM

Note to Drafter: The CDOR form should have the bottom half completed by the agency so the contractor may expedite their exemption certificate.

Rev. 01/2024 Ex G

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

(STATE FORM SC-6.21)

EXHIBIT G: APPLICABLE PREVAILING WAGE DETERMINATIONS AND APPRENTICESHIP

CONTRIBUTION RATES

APPLICABLE PREVAILING WAGE DETERMINATIONS AND APPRENTICESHIP CONTRIBUTION RATES

Note to Drafter: Delete this page if not applicable

Rev. 01/2024 Ex H

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

EXHIBIT H: APPRENTICESHIP UTILIZATION CERTIFICATIONS

APPRENTICESHIP UTILIZATION CERTIFICATIONS

Note to drafter: Delete this page if not applicable

Rev. 01/2024

STATE BUILDINGS PROGRAM

CONTRACTOR'S DESIGN/BID/BUILD AGREEMENT

SUPPLEMENTARY GENERAL CONDITIONS: FEDERAL PROVISIONS

Supplementary General Conditions Federal Provisions

SLFRF Federal Funds: Contractor Terms and Conditions Certification

SLFRF Federal Funds: Contractor Terms and Conditions

Note to drafter: Delete this page if not applicable

8 ARTICLE 8 NOTICE IDENTIFICATION