ATTACHMENT A - Sample Contract.pdf

Contract ID Page 1 of 59 Revised July 2025 v.2

CONSTRUCTION CONTRACT

THIS CONSTRUCTION CONTRACT (“Contract”) is made and entered into on the date of the last signature set forth below, by and between the City of Littleton, a municipal corporation within the State of Colorado (“City”), and ____________, a Colorado [corporation, partnership, limited partnership, limited liability company, sole proprietorship, etc.] (“Contractor”). The Contractor and the City are referred to as a “Party” or collectively the “Parties.”

RECITALS AND REPRESENTATIONS

WHEREAS the City issued a solicitation for bids no._________, and the Contractor submitted a bid to perform the work; and

WHEREAS the City has elected to accept the Contractor’s bid.

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the Parties agree as follows:

1.1 Contract Documents and Exhibits. The term “Contract Documents” consist of this

Contract together with the following:

Exhibit A Scope of Work Exhibit B Bid Schedule Exhibit C General Conditions Exhibit D Construction Contract Forms Exhibit E Drawings and Specifications Exhibit F Special Conditions

All exhibits referred to in this Contract are attached hereto and are, by reference, incorporated herein for all purposes. Exhibit D is provided as a form and is not intended to be considered final. The City expressly reserves the right to modify Exhibit D contract forms, in its sole discretion. In the event any matter, term, provision, or condition that is the subject of this Contract requires clarification or is in dispute, or is the subject of a difference of opinion, the purpose and intent of the Contract shall be first ascertained by reference to the Contract Documents in their entirety. In the event of any dispute or differences between the respective documents that constitute the Contract Documents, then the Contractor shall secure the written instructions from the City before proceeding with the performance of the services affected by such conflicts, omissions or discrepancies.

1.2 Project. The Contractor shall commence and complete the Scope of Work (“Work”), Exhibit A, in accordance with the Contract Documents, as defined herein. The Contractor agrees to perform and complete the Work in a proper and workmanlike manner, consistent with the highest standards of professional and construction practices and in full compliance with, and as required by or pursuant to, this Contract, and with the greatest economy, efficiency, and expedition consistent therewith, with only new, undamaged and first quality equipment, materials and supplies. The

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Contractor shall, at its own expense, furnish all labor, materials, tools, supplies, machinery, utilities, permits, licenses, and other equipment that may be necessary for the completion of the Work, as outlined in the Contract Documents. No work shall commence until a Notice to Proceed has been issued, and if required by the City, until after approval by the City Council in accordance with the City Charter and City Code.

1.3 Commencement and Completion of the Project. The Contractor understands and agrees that all Work required under this Contract shall be fully completed, as set forth in the Contract Documents, within ________ calendar days of the date of the Notice to Proceed. The Contractor acknowledges and understands that it is an essential term of this Contract that Contractor maintain a rate of progress in the Work that will result in completion of the Work in accordance with the Contract Documents, and to that end, Contractor agrees to proceed with all due diligence to complete the Work in a timely manner in accordance with the Contract Documents.

1.4 Contract Price. The City accepts the Contractor’s bid for the estimated quantities and costs as set forth in the Bid Schedule, Exhibit B, in the total amount of $________. The City shall make payment(s) to Contractor in the manner and at such times as set forth in the General Conditions of such amounts as are required by the Contract Documents. The City shall deduct and retain five (5) percent from the total amount of each approved invoice, including Change Orders. The City may also deduct in addition to retainage as stated above, the additional amount(s) of any and all outstanding claims pursuant to Colorado Revised Statute (“C.R.S.”) §38-26-107 from each approved invoice. The City has appropriated sufficient funds for the completion of this work.

1.5 Payments to Constitute Current Expenditures.

1.5.1 Notwithstanding any other term, provision, or condition herein, all financial obligations of the City are contingent on funds for that purpose being appropriated, budgeted and otherwise made available by the City Council.

The City’s obligations under the Contract shall not constitute a multiple-fiscal year direct or indirect debt or other financial obligation of the City within the meaning of Article X, Section 20 of the Colorado Constitution.

1.5.2 Further, pursuant to 103.6(2) of Article 91, Title 24, C.R.S., no Change Order, Amendment, or other form of order or directive by the City which requires additional compensable work to be performed, and which work causes the aggregate amount payable under this Contract to exceed the amount appropriated for the original Contract, shall be executed, or shall work be performed by the Contractor, unless the City provides written assurances to the Contractor that lawful appropriations to cover the costs of such additional work have been made or unless such work is covered under a remedy-granting provision of this Contract. For purposes of this paragraph, "remedy-granting provision" shall be defined as set forth in C.R.S. §24-91-103.6(4).

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1.6 Confidentiality. Notwithstanding any provision in the Contract Documents to the contrary, the City is obligated to comply with the Colorado Open Records Act (C.R.S.

§§24-72-101 et seq.), which may require the City to disclose all or a portion of communications relating to the Contract, or terms of same, or of any transaction under the Contract, and other related matters. The Contractor shall familiarize itself with the Colorado Open Records Act. In no event shall the City be liable to the Contractor for the disclosure of all or a portion of communications, or relating documents, or electronic imaging, including all documents and exhibits that may be included as part of this Contract.

1.7 Insurance.

1.7.1 The Contractor shall not commence work, and shall not allow any subcontractor to commence work, until it has obtained all insurance required herein and such insurance has been approved by City. For the duration of the Contract, the Contractor must maintain the insurance coverage required in this section. The City’s acceptance of a certificate of insurance or other proof of insurance that does not comply with all insurance requirements set forth in this Contract shall not act as a waiver of the Contractor’s breach of Contract or of any of the City’s rights or remedies under this Contract.

1.7.2 The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the Contract Documents by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types.

1.7.3 The Contractor shall procure and maintain at its own cost and shall cause each subcontractor of the Contractor to procure and maintain at its own cost (or shall insure the activity of Contractor's subcontractors in Contractor's own policy with respect to), the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers acceptable to the City. All coverages shall be continuously maintained from the date of commencement of the Work. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

1. Workers’ Compensation and Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000) each accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease - policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000) disease - each employee. The policy shall cover obligations imposed by the Workers' Compensation Act of Colorado and any other applicable laws for any employee engaged in the performance of Work.

2. Commercial General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000) each

Contract ID Page 4 of 59 occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and both ongoing and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards (XCU). The policy shall contain a severability of interests provision.

3. Comprehensive Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) with respect to each of Contractor's owned, hired and/or non-owned vehicles assigned to or used in performance of the Work. The policy shall contain a severability of interests provision.

4. Installation Floater/Inland Marine insurance with minimum limits of not less than the insurable value of the work to be performed at completion. The value shall include the aggregate value of any City-furnished equipment and materials to be erected or installed by the Contractor not otherwise insured. The policy shall protect the Contractor and the City from all insurable risks of physical loss or damage to materials and equipment not otherwise covered, while in warehouses or storage areas, during installation, during testing, and after the Work under this Contract is completed. The policy shall be of the "all risks" type, with coverages designed for the circumstances which may occur in the particular Work to be performed under this Contract. The policy shall provide for losses to be payable to the Contractor and the City as their interests may appear. The policy shall contain a provision that in the event of payment for any loss under the coverage provided, the insurance company shall have no rights of recovery against the Contractor or the City.

1.7.4 The City of Littleton shall be included as additional insured for Commercial

General Liability and Comprehensive Automobile Liability insurance. The City of Littleton shall be included as additional insured or loss payee for Installation Floater/Inland Marine insurance. All policies of insurance providing additional insured status shall be primary insurance, and any insurance carried by the City, its officers, or its employees, shall be excess and not contributory insurance to that provided by Contractor. The additional insured endorsement for the Commercial General Liability insurance required above shall not contain any exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be solely responsible for any deductible losses under each of the policies required above.

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1.7.5 Certificates of insurance shall be completed by the Contractor's insurance company as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the City. The certificate cannot contain "endeavor to" language in the portion of the certificate addressing cancellation. The City of Littleton shall be included as Certificate Holder. The City reserves the right to request and receive a certified copy of any policy and any endorsement thereto.

1.7.6 The coverages afforded under the policies shall not be cancelled, terminated or materially changed until at least thirty (30) days’ prior written notice has been given to the City. Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of Contract upon which the City may immediately terminate the Contract, or at its discretion may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the City shall be repaid by Contractor to the City upon demand, or the City may offset the cost of the premiums against any monies due to Contractor from the City.

1.7.7 The Parties hereto understand and agree that the City is relying on, and does not waive or intend to waive by any provision of this Contract, the monetary limitations (presently $387,000 per person and $1,093,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq., as from time to time amended, or otherwise available to the City, its officers, or its employees.

1.8 Taxes. The City of Littleton is not subject to taxation. The Contractor shall not invoice the City for any state, federal or local taxes whatsoever. Upon written notification by the City, the Contractor shall reimburse the City in a timely manner for any taxes erroneously paid by the City.

1.9 Waiver of Breach. A waiver by any Party to the Contract or the breach of any term or provision of the Contract shall not operate or be construed as a waiver of any subsequent breach by either Party.

1.10 No Third-Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Contract, and all rights of action relating to such enforcement, shall be strictly reserved to the City and the Contractor and nothing contained in this Contract shall give or allow any such claim or right of action to any other third-party on this Contract. It is the express intention of the City and the Contractor that any person other than the City or the Contractor receiving services or benefits under this Contract shall be deemed to be an incidental beneficiary only.

1.11 Independent Contractor. The Contractor shall perform the Work as an independent contractor and shall not be deemed by virtue of this Contract to have entered into

Contract ID Page 6 of 59 any partnership, joint venture, employer/employee or other relationship with the City other than as a contracting party and independent contractor.

1.12 Accessibility Standards. The Contractor shall comply with the accessibility standards for an individual with a disability adopted by the Colorado Office of Information Technology, in accordance with C.R.S. § 24-85-103 and its implementing regulations. Notwithstanding the foregoing, this requirement shall not be applicable to contracts or agreements for professional services, as defined by C.R.S. § 24-30- 1402, or to any portion or part of the contract or agreement that is providing professional services. Further, the contractor shall indemnify, hold harmless, and assume liability on behalf of the city and the city's officers, employees, and agents, for all costs, expenses, claims, damages, liabilities, court awards, attorney fees and related costs, and any other amounts incurred by the city in relation to the contractor's noncompliance with the accessibility standards for an individual with a disability adopted by the Colorado Office of Information Technology, in accordance with C.R.S.

§ 24-85-103, and its implementing regulations.

1.13 Non-Discrimination. In connection with the performance of the Work, the Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ethnicity, citizenship, immigration status, sex, gender, age, sexual orientation, gender identity or gender expression, marital status, source of income, military status, protective hairstyle, genetic information, pregnancy, or disability, or any other status protected by applicable law. The Contractor will take affirmative action to ensure applicants are employed, and employees are treated during employment, without regard to their race, color, religion, national origin, ethnicity, citizenship, immigration status, sex, gender, age, sexual orientation, gender identity or gender expression, marital status, source of income, military status, protective hairstyle, genetic information, pregnancy, disability, or any other status protected by applicable law. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer;

recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

1.14 Indemnification. The Contractor agrees to investigate, defend, indemnify and hold harmless the City, its officers, employees, insurers, and self-insurance pool, from and against all liability, claims and demands on account of any losses, injuries, and damages, including but not limited to, alleged personal injury claims, and/or death claims, or property damage claims, or errors and omissions, which arise solely out of the Contractor’s and/or any of its agents' officers or employees performance of the Contractor’s obligations under this Contract. The City is prohibited by Article XI, Section 1, Colorado Constitution, from indemnifying any individual or entity.

Therefore, the City does not indemnify the Contractor, successors, or assigns under this Contract. Notwithstanding the foregoing, nothing herein is intended to constitute a covenant, promise, or agreement to indemnify and hold harmless the City from any liability or damages directly caused by or attributable to the City's own negligence, nor is anything herein intended to be nor may be construed as a waiver of the immunities, protections, or limitations on damages provided to the City by the

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Colorado Governmental Immunity Act, C.R.S. §§24-10-101 et seq., as it may from time to time be amended.

1.15 Governing Law and Venue. The Contract shall be governed by the laws of the State of Colorado. Venue for any action arising under the Contract or for the enforcement of the Contract shall be in the appropriate court for Arapahoe County, Colorado.

1.16 Additional Documents or Action. The Parties agree to execute any additional documents and to take any additional action that is necessary to carry out this Contract.

1.17 Binding Effect. This Contract shall inure to the benefit of, and be binding upon, the Parties, their respective legal representatives, successors, heirs, and assigns;

provided, however, that nothing in this paragraph shall be construed to permit the assignment of this Contract except as otherwise expressly authorized herein.

1.18 Integration, Amendment, and Severability. This Contract represents the entire agreement between the Parties and there are no oral or collateral agreements or understandings. This Contract may be amended only by an instrument in writing signed by the Parties or as otherwise provided herein. If any other provision of this Contract is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Contract shall continue in full force and effect.

1.19 Binding Authority. The Contractor represents and affirms that the signature page hereof accurately states the full legal name of Contractor (whether as a corporation, partnership, limited liability company, sole proprietorship, or other), contains all requisite signature(s) on behalf of Contractor, has been properly acknowledged by attestation, notary acknowledgment, or both, and in all other respects is effective to bind Contractor, in accordance with all applicable statutes, regulations, resolutions, rules, bylaws, agreements, or similar sources of authority or limitation. This Contract may be executed in counterpart(s), each of which shall be deemed to be an original, and all of which, taken together, shall constitute one instrument.

1.20 Subject to Legislative Approval and Compliance with Law. The Contractor acknowledges and agrees that if a Change Order is required under the terms of the Contract, the City shall not incur any liability whatsoever for claims of payment, compensation, damages, or adjustment of any kind by the Contractor due to any delays for the required approvals and execution under Section 1.3 of the General Conditions, Exhibit C. The Contractor further acknowledges and agrees that this Contract’s execution may be contingent upon approval by the City Council, in compliance with all applicable provisions of the City Charter and City Code. The City shall not incur any liability whatsoever if this Contract is not approved by City Council.

1.21 Notices. All notices required under this Contract shall be in writing and shall be sent by registered or certified mail, return receipt requested, to the addresses of the

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Parties herein set forth. A Party may change its mailing address by giving written notice of such change of address to other Party.

Notice to City: City of Littleton

City Manager 2255 West Berry Avenue Littleton, CO 80120

Notice to Contractor:

1.22 Force Majeure. Neither Party shall be responsible for a delay in its respective performance under this Contract, other than a delay in payment for Work already performed, if such delay is caused by extraordinary weather conditions or other natural catastrophes, war, terrorist attacks, sabotage, computer viruses, riots, strikes, lockouts or other industrial disturbances, epidemics, pandemics, acts of governmental agencies or authorities, discovery of hazardous materials or differing and unforeseeable site conditions, or other events beyond the reasonable control of the claiming Party. Contractor shall be entitled to an equitable adjustment to the project schedule and compensation in the foregoing circumstances.

1.23 Electronic Signatures and Electronic Records. The Contractor consents to the use of electronic signatures by the City. The Contract, and any other documents requiring a signature hereunder, may be signed electronically by the City in the manner specified by the City. The Parties agree not to deny the legal effect or enforceability of the Contract solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Contract in the form of an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original.

DATED this ____ day of ______________________, 2025.

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Exhibit A Scope of Work

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Exhibit B Bid Schedule

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Exhibit C General Conditions

SECTION 1

SCOPE OF WORK

1.1. PLANS AND SPECIFICATIONS:

1.1.1. The Contractor shall perform all items of Work covered and stipulated in the

Specifications, Bid Schedule, Contract, General Conditions and Special Provisions, together with any authorized alterations, Extra Work and Change Orders, all in accordance with the Plans. The Contractor shall furnish, unless otherwise provided in the Specifications and/or Special Provisions, all materials, implements, machinery, equipment, tools, supplies, transportation and labor necessary to perform and complete the Work.

1.1.2. The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost of the Work. Failure by the Contractor to do so will not relieve it from responsibility for successfully performing Work without additional expense to the City. The City will not be responsible for any understanding or representations concerning conditions unless such understanding or representations are expressly stated in the Contract.

1.2. SPECIAL WORK: Should any construction or conditions which are not thoroughly stipulated or set forth by the Specifications be anticipated on any proposed Project, Special Conditions for such Work may be prepared and attached hereto as Exhibit F, and shall be considered as part of the Specifications, the same as though contained fully therein. Should any Special Conditions conflict with the Specifications, the Special Conditions will govern.

1.3. CHANGES AND INCREASED OR DECREASED QUANTITIES OF WORK:

1.3.1. Without invalidating the Contract, the Project Manager and/or City reserves and shall have the right, without notice to any Sureties, by written Change Order, to make any changes, from time to time, to the character and quantity of the Work, including but not limited to, the Drawings, Specifications, Plans or Addenda, as may be considered necessary or desirable to complete fully and acceptably the Work in a satisfactory

Contract ID Page 12 of 59 manner. Such Change Order shall set forth with specificity the changed Work to be done and shall set forth any changes or extensions to the time of completion.

1.3.2. Increase in Cost and Required Approvals.

i. Such Change Orders shall not increase the total cost of the Work, based on the original estimate of quantities and unit prices contained in the Bid Schedule, by more than 10% (ten percent) without the approval of the City of Littleton City Manager or authorized designee. Contractor shall be entitled to the cost of said increased units at the original price within the original bid, but not to an adjustment of unit price.

ii. In the event said Change Order increases the total cost of the Contract based upon the unit price bid by more than 10% (ten percent), an equitable adjustment will be made and the Contract modified accordingly by a written Change Order, to be approved by the City of Littleton City Manager or authorized designee, and subject to City Council approval; provided, however, that except for claims based on errors in the Contract, no claim for change hereunder will be allowed for cost incurred more than twenty (20) days before the Contractor gives written notice as herein required; and in the case of errors in the Contract for which the City is responsible, the adjustment will be increased costs, reasonably incurred by the Contractor in attempting to comply with such errors in the Contract.

iii. Any Change Order or other amendment that increases the total cost of the

Contract to be equal to or greater than five hundred thousand and 00/100 dollars ($500,000.00) shall require the approval of City Council.

iv. In case a satisfactory adjustment in price cannot be reached for any item requiring a written Change Order, the City reserves the right to terminate the Contract as to said item as it applies to the terms in question and make such arrangements as may be deemed necessary to complete the Work.

v. The Contractor shall require subcontractors to certify to the best of their knowledge and belief that the cost and pricing data submitted are accurate, complete, and current as of the date of execution, which date shall be as close as possible to the date of agreement on the negotiated price of the Change Order.

vi. The Contractor shall not start Work on any alteration until the agreement, whether by Change Order or more formal amendment, setting forth the adjusted prices has been executed by the City and the Contractor, subject to all requirements of Title 1, Chapter 15 of the City of Littleton Code and the City’s procurement policy. All changes or approvals for increasing the Work as required and authorized herein, shall be in written form and approved and signed by the City prior to the Work being done. All such writings and approvals shall be specific as to the nature of the Work and the quantities involved. Any Work performed without prior written approval of the City shall

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1.3.3. Field Order for Minor Changes. The Project Manager (“Project Manager”) may at any time, by issuing a Field Order, order minor changes in the Work not involving an increase or decrease in the Contract amount and not involving a change in the time for completion. If the Contractor believes that any order for minor changes in the Work involves changes in the Contract amount or time for completion, the Contractor shall not proceed with the minor changes so ordered and shall within seven (7) days of the receipt of such order notify the Project Manager in writing of the estimate of the changes in the amount and time for completion. Such estimate shall thereafter be treated as a Change Order Request.

1.3.4. Equitable Adjustment.

i. If the Contractor intends to assert a claim for an equitable adjustment under this Section, the Contractor shall, within 30 (thirty) days after receipt of a written Change Order or the furnishing of a written notice of requested changes by the Project Manager, submit to the Project Manager a written statement setting forth the general nature and monetary extent of such claim.

No claim by the Contractor for an equitable adjustment hereunder will be allowed unless asserted as described above.

ii. In the event the Contractor and the City are unable to agree upon the Contractor's entitlement to an equitable adjustment or upon the amount thereof, or in the event that it is in the best interest of the City to have the Work proceed pending negotiation of amount of an equitable adjustment, the City may direct the Contractor to perform the Work in accordance with the Change Order, direction, instruction, interpretation, or determination, with any Work price adjustments and progress payments for the Work to be determined on a Force Account basis in accordance with Section 7.6 of the General Conditions. The Contractor shall continue diligently to perform the Work in accordance with the City's order, direction, instruction, interpretation, or determination during negotiations with respect to the Contractor's entitlement to an equitable adjustment hereunder or to the amount of any Work price adjustment hereunder or to the amount or any Work price adjustment or time extension. The Contractor and the City may agree on certain aspects of an equitable adjustment and take those aspects out of operation of Force Account provisions.

1.3.5. Payments for Change Orders.

i. Payment will not be made for Work or materials which are required under the

Contract Documents and which are not specifically mentioned, indicated or otherwise provided for in the Bid Schedule, if, in the opinion of the Project Manager, the Work or materials are susceptible of classification under or reasonably inferred to be included. in the Bid Schedule.

ii. In the event the Contractor is ordered to perform Work under this Section for which payments are not determined hereunder, which in the opinion of the

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City it is impracticable to have performed by the Contractor's own employees, the Contractor will, subject to the written approval of the Project Manager, be paid the actual cost of such Work and, in addition thereto, an amount of 10% (ten percent) of the actual costs to cover the Contractor’s superintendence, administration and other overhead expenses. The terms and conditions of any subcontract which the Contractor may propose to enter into in connection with Work under the provisions of this Section, shall be subject to the written approval of the City before such subcontract is executed.

iii. In cases other than those described above, the City and the Contractor (on its own behalf and on behalf of its subcontractors) shall endeavor to negotiate a reasonable price and line adjustment in a Change Order on terms appropriate to the changed Work. The Contractor will be required to submit a sufficiently detailed price bid supported with sufficient documentation so that the City can determine that (1) the bid reflects all impacts on the Work from Work additions, deletions and modifications shown in the Change Order; (2) the proposed prices are set out in such a way that their reasonableness can be evaluated against prices based on adequate price competition, unit prices, established catalog or market prices of commercial items sold in substantial quantities to the general public, prices set by law or regulation, recognized published price lists and indices, independently developed cost estimate and other appropriate price comparisons; and (3) cost-increase provisions relating to Work changes are complied with, including but not limited to City of Littleton City Manager or City Council approvals. If any prices or other aspects are conditional, such as on firm orders being made by a certain date or the occurrence or non-occurrence of an event, the Contractor shall identify these aspects in the Change Order Request. A negotiated Change Order shall set forth prices, scheduling requirements, time extensions and all costs of any nature arising out of the issuance of a Change Order except for those cost and time aspects explicitly reserved on the face of the Change Order.

1.3.6. Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents; or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing Party shall be given to the other Party promptly before conditions are disturbed and in no event later than seven (7) days after first observance of the conditions. Site conditions which an experienced and prudent contractor could have anticipated by visiting the site, familiarizing themselves with the local conditions under which the work is to be performed and correlating observations with the requirements of the Contract Documents, shall not be considered as claims for concealed or unknown conditions, nor shall the locations of utilities which differ from locations provided by the utility companies. The Project Manager will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor’s cost of, or the required time for, performance of any part of the Work, will recommend an equitable adjustment in the cost and/or time. If the Project Manager determines that

Contract ID Page 15 of 59 the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Project Manager shall so notify the Contractor in writing, stating the reasons. Claims by either Party in opposition to such determination must be made within twenty-one

(21) days after the Project Manager has given notice of the decision. If the City and Contractor cannot agree on an adjustment in the cost and/or time, the adjustment shall be subject to further proceedings pursuant to Section 1.3.4 and Section 1.3.9 of the General Conditions, which shall apply to claims by either Party, notwithstanding language in said Sections that they apply only to claims brought by the Contractor.

1.3.7. Inspection, Recordkeeping. For any Change Orders, the Contractor shall maintain, and the City or the City’s representatives shall have the right to examine books, records, documents and other evidence and accounting principles and practices sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the performance of the Contract changes. At the request of the City, the Contractor shall submit any documents reasonably necessary to permit adequate evaluation of the cost or pricing data submitted including, but not limited to, computations, projections, price competition, catalog and market prices, etc. If inadequate or incomplete documentation is submitted, the City may refuse to complete negotiation until such a time that satisfactory documentation is submitted. The requirements of Section are in addition to other audit, inspection and record keeping provisions elsewhere in the Contract Documents.

1.3.8. Changes involving aggregate increases and decreases in excess of one hundred thousand dollars and 00/100 ($100,000.00) shall be subject to the following:

a. A change, defined for the purposes of this Section, involves aggregate increases and decreases in excess of one hundred thousand dollars and 00/100 ($100,000.00) if the total value of Work affected, without regard to any increases or decreases, exceeds this amount. For example, a Change Order adding Work in the amount of seventy-five thousand dollars and 00/100 ($75,000.00) and reducing Work in the amount of fifty-thousand dollars and 00/100 ($50,000.00) will be considered to involve aggregate increases and decreases of $125,000.00.

b. The Contractor shall submit, in support of all items not based upon unit prices or lump sum prices contained in the Contract or upon the established prices at which commercial items are sold in substantial quantities to the public, statements by vendors that the prices charged the Contractor are not greater than the prices charged by the respective vendors to their most favored customers for the same items in similar quantities.

c. Pricing shall be reduced accordingly, and the Contract shall be modified in writing accordingly to reflect such reduction, if any price (including profit and fee) negotiated in connection with any price adjustment was increased by any significant sums because:

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(1) The Contractor furnished cost or pricing data which were not complete, accurate, or current as certified in the Contractor's pricing data; or

(2) Adjustments or any subcontract provisions therein required, furnished costs or pricing data which were not complete, accurate, and current as certified in the subcontractor's pricing data.

Any reduction in the Contract price due to defective subcontractor data of a prospective subcontractor, when the subcontract was not subsequently awarded to such subcontractor, will be limited to the amount (plus applicable overhead and profit markup) by which the actual subcontract, was less than the prospective subcontract cost estimate submitted by the Contractor, provided the actual subcontract price was not affected by defective cost or pricing data; or the Contractor shall require subcontractors to certify to the best of their knowledge and belief that the cost and pricing data submitted are accurate, complete, and current as of the date of execution, which date shall be as close as possible to the date of agreement on the negotiated price of the Change Order.

1.3.9. In case a satisfactory adjustment in price cannot be reached for any item requiring a

Change Order, the City reserves the right to terminate the Contract as to said item as it applies to the terms in question and make such arrangements as may be deemed necessary to complete the Work.

1.4. OMITTED ITEMS: The Project Manager may, in writing, order omitted from the Work any item other than Major Items, which are found by the Project Manager or City to be unnecessary to the Project and such omission shall not be a waiver of any condition of the Contract nor invalidate any of the provisions thereof. Major Items may be omitted by amendments to the Contract. The Contractor will be paid for all Work performed toward the completion of the item prior to such omission as provided in Section 7.5 of the General Conditions.

1.5. EXTRA WORK:

1.5.1. When additional Work is necessary for the proper completion of the Project for which no quantities or prices were given in the Contract, the same shall be called “Extra Work” and shall be performed by the Contractor when so directed in writing by the Project Manager. Extra Work shall be performed by the Contractor in accordance with these Specifications in a skillful and workmanlike manner and as may be directed by the Project Manager.

1.5.2. Prices for Extra Work shall be itemized and covered by a Change Order. Pricing shall be submitted by the Contractor and approved by the City prior to the actual starting of such Work, in accordance with Section 1.3 of the General Conditions. Should the Parties be unable to agree on unit prices for the Extra Work or if this method of pricing is impractical, the Project Manager may instruct the Contractor to proceed with the Work by day labor or Force Account as hereinafter provided in Section 7.6. of the General Conditions. Claims for Extra Work not authorized in writing by the Project

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Manager prior to the Work being performed will be rejected and the Contractor shall not be compensated for.

1.5.3. Extra Work shall not include materials, labor or equipment which is incidental or appurtenant to the Work indicated on the drawings and in the Specifications. Such Work shall be completed and paid for as part of the Work to which it is appurtenant.

1.6. UNAUTHORIZED WORK: Work performed beyond the lines and grades shown on the Contract drawings, approved Work and Shop Drawings and Extra Work done without written authorization will be considered unauthorized work and the Contractor will receive no compensation therefore. If required by the City, unauthorized work shall be remedied, removed or replaced by the Contractor at the Contractor's expense. Upon failure of the Contractor to remedy, remove or replace unauthorized Work, the City may take action as provided in Section 2.11 of the General Conditions.

1.7. MAINTENANCE AND CONTROL OF TRAFFIC:

1.7.1. Unless the Contract specifically provides for the closing to traffic of any local road or highway while construction is in progress, such road or highway shall be kept open to all traffic by the Contractor. The Contractor shall also provide and maintain in a safe condition temporary approaches, crossings or intersections with roads and high-ways.

1.7.2. The Contractor will provide their own traffic control, including flagging, traffic control supervisor, and traffic control devices for the duration of the Project per the most current edition of the Manual on Uniform Traffic Control Devices (“MUTCD”). Traffic control plans will be required for City review and approval prior to commencement on Work.

1.7.3. The Contractor shall bear all expense of maintaining traffic over the section of road affected by the Work to be done under this Contract, and of constructing and maintaining such approaches, crossings, intersections and any accessory features without direct compensation, except as otherwise provided.

1.8. REMOVAL AND DISPOSAL OF STRUCTURES AND OBSTRUCTIONS: All structures or obstructions found on the site and shown on the Plans which are not to remain in place or which are not to be used in the new construction shall be removed as directed by the Project Manager. Unless specified in the Contract, this Work will not be paid for separately but will be included in the price bid for that portion of the Work requiring the removal of the obstruction. All material found on the site or removed therefrom shall become the property of the Contractor unless otherwise indicated. Materials determined by the Project Manager to be unsuitable for backfill shall be disposed of off the site at the Contractor's expense.

1.9. USE OF MATERIALS FOUND ON THE WORK:

1.9.1. The Contractor, with the approval of the Project Manager, may use in the proposed construction, any stone, sand, or gravel found on the site. The Contractor will not be

Contract ID Page 18 of 59 paid for such excavation unless specifically stated in the Contract, and the Contractor shall replace with other suitable material, without compensation, all of that portion of the material so removed and used as was contemplated for use in the embankments or otherwise. If it was intended that any or all of the material so excavated and used was to have been wasted, then the Contractor will not be required to replace it. The Contractor shall not excavate any material from the site which is not within the excavation as indicated by the slope and grade lines, without being authorized in writing by the Project Manager.

1.9.2. Specific job mix designs conforming to specifications for any Work shall be submitted for Project Manager approval within 10 (ten) days of the Notice to Proceed, or a minimum of seven (7) days prior to use of the material. This material approval applies to asphaltic concrete paving materials, concrete, aggregate base course, and fine grading material.

1.10. FINAL CLEAN UP:

1.10.1. During the Project's final cleanup, the Contractor shall remove from the site(s) all machinery, equipment, surplus and discarded materials, rubbish, temporary structures, and stumps or portions of trees. The streets and adjacent properties in the Project shall be repaired to as good or better condition than existed prior to construction. This shall include removal of all dirt or mud from streets and lawns. No extra payment shall be made for these items. The Contractor shall leave the site(s) in a neat and presentable condition.

1.10.2. The Contractor shall provide written notification to the Project Manager that the Work is complete and the site is ready for final inspection. If the Project Manager determines that the Work is not complete, they will immediately notify the Contractor in writing stating the reasons. If the Project Manager determines the Work is complete, the City will inspect the Work within seven (7) r days and prepare a final cleanup list. When the final cleanup list is completed by the Contractor and inspected by the Project Manager, the Project Manager will initiate the acceptance and final payment procedures as set forth in Section 7.9 of the General Conditions. The final cleanup shall be completed before the expiration of the Contract's term as set forth in the Contract Documents.

1.11. DELAYS: No payment, compensation, damages, or adjustment of any kind, other than extension of time if received in writing from the City shall be made to, or claimed by, the Contractor because of hindrances or delays from any cause in the commencement, prosecution, or completion of the Work, whether caused by the City or any other party and whether avoidable or unavoidable other than as set forth in a Change Order described fully above.

SECTION 2

CONTROL OF THE WORK

2.1. AUTHORITY OF PROJECT MANAGER: The Project Manager shall decide any

Contract ID Page 19 of 59 and all questions which may arise as to the quality and acceptability of the materials fur-nished, the Work performed, the manner of performance and the rate of progress of the Work. The Project Manager shall decide all questions which may arise as to the interpretation of the Plans and Specifications, all questions as to acceptable fulfillment of the Contract, all disputes and mutual rights by the contractors if there be more than one contractor on the Work, and all questions as to compensation. The decision of the Project Manager shall be final and shall have executive authority to make effective such decisions and to enforce the Contractor to carry out all orders promptly.

2.2. PLANS AND SHOP DRAWINGS:

This Section 2.2 shall be included in all subcontracts hereunder at all times.

2.2.1. The Contractor shall bring discrepancies between different Plans, or between Plans and Specifications, or regulations and codes covering the Work to the attention of the Project Manager in writing. In the event such discrepancies exist and the Project Manager is not so notified, the Project Manager shall reserve the right to exercise sole arbitration authority. It is mutually agreed that all authorized alterations affecting the requirements and information given on the approved Plans shall be in writing and approved by the Project Manager.

2.2.2. The Plans will be supplemented by Shop Drawings as necessary to adequately control the Work or as specified. Shop Drawings are not part of the Contract Documents. Shop Drawings may consist of drawings, diagrams, illustrations, schedules, calculations, and other data prepared by the Contractor, subcontractor, manufacturer, supplier, or distributor, which illustrate how specific portions of the Work shall be fabricated and/or installed in accordance with the Plans and Specifications. Any Work performed prior to the City’s approval of Shop Drawings will be at the Contractor's risk and expense.

2.2.3. The Project Manager may request additional details and require the Contractor to make changes in the design which are necessary to conform to the provisions and intent of these Specifications without additional cost to the City.

2.2.4. Approval of the Shop Drawings by the Project Manager shall not be construed as a complete check and verification but will indicate that general conformance with the design concept and general compliance with the information given in the Contract has been achieved. Any information or action to be taken as set forth in the Shop Drawings is subject to the requirements of the Plans and Specifications. The Contractor shall be responsible for all dimensions and quantities shown on the Shop Drawings. The Project Manager shall be notified in writing and shall take appropriate action for any information in the Shop Drawings that deviates from the requirements of the Contract Documents.

2.2.5. Approval by the Project Manager of the Contractor's Shop Drawings shall not relieve the Contractor of its obligation to meet all requirements of the Plans and Specifications and shall not relieve the Contractor of its responsibility for the correctness of the Shop…