Combined RFP _ Draft Contract.pdf

Chaffee County Government 2024 Asphalt Overlay CR 162 RFP – April 2, 2024 Page 1 of 4

Request for Proposal (RFP) Chaffee County Government

Project: 2024 Asphalt Overlay CR 162

Client: Chaffee County Government (“County”)

Client Representative:

Mark Stacy, Road & Bridge Director 104 Crestone Avenue Salida, Colorado 81201 mstacy@chaffeecounty.org Phone: 719-539-4591

Response Submission Deadline: April 30, 2024, 4:00pm MST mailto:XXX@chaffeecounty.org

Chaffee County Government 2024 Asphalt Overlay CR 162 RFP – April 2, 2024 Page 2 of 4

RFP: 2024 Asphalt Overlay CR 162

1. Background and Project Description

The County Road & Bridge Department is soliciting bids for an Asphalt Overlay for County

Road 162.

2. Project Goals and Deliverables / Scope of Work & Technical Specifications

County Road 162 –2” overlay 2 miles long by 24 feet wide (Approximately 3200 tons).

Project will start at intersection of County Road 162 and County Road 270. Travel East 2 miles towards Highway 285. Quantities subject to change due to budgetary reasons.

➢ Contractor supplies lay down machine, compaction equipment, tack oil, distributer truck and crew. County will provide hot asphalt Material, asphalt delivery and traffic control.

3. Proposal Elements and Format

Qualified contractors interested in performing the work described in this request for proposals should submit the following information to the County in any order they choose:

a. A letter of interest.

b. Summary of qualifications and examples of similar successfully completed prior work.

c. Estimated schedule, including all tasks and milestones for all work necessary.

d. Detailed budget for the total costs involved in completing each component of the project.

e. A mark-up of the County Contract (“Contract”) with proposed edits.

4. Duration of Contract and Operational Period

The County desires a project completion no later than August 31, 2024, subject to consultation with the contractor. The proposal should contain a detailed outline of the project process, a project schedule/timeline, and contingency plans. Project may commence as early as July 1, 2024.

5. Budget

The Proposal must state the total inclusive maximum fee and/or cost range, itemized by labor, materials, and equipment and any other work or services necessary to complete the project, including the use and pricing for third party contractors. Third party work and self-work must be itemized. .

Chaffee County Government 2024 Asphalt Overlay CR 162 RFP – April 2, 2024 Page 3 of 4

6. Proposal Due Date, Time, and Location

a. Public Notice: April 2, 2024

b. RFP Document issued: April 2, 2024

c. RFP Packets Due: April 30, 2024, 4:00pm MST

d. RFP review and evaluation/interviews: May 1st-3rd, 2024

e. Recommendation to Commissioners: estimated May 7, 2024

f. Negotiation of Proposal and Award of Contract: estimated May 8th-31st, 2024

If a contractor fails to provide the required information by deadline provided, his or her response may be disregarded.

More details pertaining to the RFP are available from Mark Stacy, County Road & Bridge Superintendent, at mstacy@chaffeecounty.org or 719-539-4591.

All proposals and material shall be kept confidential until proposal opening, at which time they will become subject to public disclosure.

7. Submit proposals to:

Proposals shall be submitted to the County through the County’s BidNetDirect.com platform or emailed to: mstacy@chaffeecounty.org and copied to: chaffeeadmin@chaffeecounty.org

8. Late Proposals, Modifications, and Withdrawals

Proposals received after: April 30, 2024, 4:00pm MST may not be considered.

9. Acceptance of Proposals and Approval of Contract

The County reserves the right to reject any or all proposals, to further negotiate with the successful contractor, to waive information and minor irregularities in proposals received, and to accept any portion of the proposal if deemed to be in the best interest of the County to do so.

Acceptance of a proposal will not impart any rights to any party including, and without limitation, rights of enforcement, equity, or reimbursement, until the Contract and all related documents are approved and properly executed.

Final acceptance of any proposal is contingent upon execution of the Contract attached hereto and incorporated by reference. Any edits to this Contract must be set forth in written detail in the Proposal. Please note that the County is not able to entertain substantial edits to the Contract and no edits will be accepted to the insurance and indemnity sections of the Contract.

10. Proposal Evaluation

Proposals will be evaluated by County staff and representatives. The evaluation process will rely on the requested information to be provided. Consequently, it is expected that successful proposals will demonstrate a thoughtful and thorough response to the entire set of questions and mailto:mstacy@chaffeecounty.org mailto:mstacy@chaffeecounty.org mailto:chaffeeadmin@chaffeecounty.org

Chaffee County Government 2024 Asphalt Overlay CR 162 RFP – April 2, 2024 Page 4 of 4 requests for information addressed in the RFP. Proposals determined to be deficient will be eliminated from further review. Failure to adequately or completely address any question or request for information could adversely affect the evaluation. The County may, in its discretion, request clarification or additional details from any Proposer.

All information submitted in response to this RFP is public after the Notice of Award has been issued. The contractor should not include as part of the response to the RFP any information which the contractor believes to be a trade secret or other privileged or confidential data. If the Proposer wishes to include such material with a proposal, then the material should be supplied under separate cover and identified as confidential. Statements that the entire proposal is confidential will not be honored. The County will endeavor to keep that information confidential, separate and apart from the proposal subject to the provisions of the Colorado Open Records Act (“CORA”) or court order.

All information provided is subject to public disclosure under CORA unless clearly identified and marked as confidential and qualifies as confidential under CORA.

Responsibility for timely submittal and routing of proposals, prior to recording, lies solely with the contractor. Proposals received after the closing time specified will not be considered.

Telephone, e-mail or facsimile proposals will NOT be accepted.

Minority Business Enterprises will be afforded full opportunity to submit proposals in response to this invitation and will not be discriminated against on grounds of race, color, or national origin.

11.Insurance

See Contract for required insurance amounts.

12. Performance and Payment Bond

To secure performance of contractor’s obligations under the Contract, the successful contractor shall provide County with a Performance and Payment Bond in the amount of the full Contract price.

13. Indemnification

See Contract for specific indemnities required by an approved Contractor. The County is statutorily precluded from offering indemnities to the Contractor or any other third party.

Construction Services Contract v11

PAVEMENT SERVICES CONTRACT

This PAVEMENT SERVICES CONTRACT is made and entered into as of , and is by and between the County of Chaffee, State of Colorado, acting by and through the Board of Commissioners of Chaffee County, Colorado (“County”) and

(“Contractor”).

BACKGROUND:

A. County desires that Contractor provide an asphalt overlay for a section of County Road

162 in Chaffee County as set forth in more detail below (the “Project”).

B. Contractor desires to perform such duties pursuant to the terms and conditions provided for in this Contract.

CONTRACT:

In consideration of the mutual promises and covenants specified below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Statement of Work (the “Work”). The Work for this Contract is contained in the Request for Proposal (RFP) issued by the County on , attached and incorporated by reference as Exhibit A, and the Contractor’s Response to the RFP (Contractor file: quote ), attached and incorporated by reference as Exhibit B. References in this

Contract to “Proposal or “Construction Documents” refer to Exhibits A and B. Contractor shall diligently provide all services, labor, personnel and materials necessary to perform the Project.

Contractor shall faithfully perform the work in accordance with the standards of professional care, skill, training, diligence and judgment provided by highly competent contract professionals performing services of a similar nature to those described in this Contract. Contractor shall further be responsible for the timely completion of the Project, and acknowledges that a failure to comply with the plans and specifications within the time limits prescribed by County may result in County’s decision to withhold payment or to terminate this Contract.

2. Independent Contractor. Contractor is an independent contractor and is responsible for all taxes (including employment taxes) and insurance applicable under existing laws with respect to the fees paid under this Contract.

Contractor, in the course of retaining employees or subcontractors for this

Work, shall ensure all hiring, immigration and wage practices are in compliance with federal, state and local laws. By way of example and not limitation, temporary workers performing services under work visas shall not have wages or visas withheld in violation of federal immigration laws. Neither

Contractor, nor its subcontractors, employees or agents shall have authority to bind County in any contract or agreement. Neither Contractor, nor its subcontractors, employees or agents will have any claim or right to participate in any retirement, bonus, welfare or benefit plans of County. Contractor acknowledges that neither it, nor its employees or its subcontractors are entitled to unemployment insurance benefits or workers’ compensation benefits from

County, its elected officials, agents, or any other County benefits or compensation from any program administered or funded by County.

Contractor shall be entitled to unemployment insurance or workers’ compensation insurance only if unemployment compensation coverage or workers’ compensation coverage is provided by Contractor, or some other entity that is not a party to this Contract.

3. Time of Commencement and Completion. Services under this Contract will begin no later than within fifteen calendar days after contract execution and shall be completed no later than (the “Completion Date”). The Completion Date may, at County’s sole discretion, be extended if approved by County in writing. If, due to misconduct or neglect, Contractor fails to complete the Project on or before the Completion Date, County may deduct liquidated damages in the amount of $200.00 per day from the contract price for each day

Contractor works beyond this date. Actual damages caused by Contractor’s failure to complete this Contract on time are impracticable or extremely difficult to fix; accordingly, the per diem deduction from the contract price will be retained by County as payment by Contractor of liquidated damages, and not as a penalty for failure.

4. Compensation.

a. County shall pay and Contractor shall receive the not to exceed contract price of

$38,300.00 as stipulated in the Contract Documents and as full compensation for everything furnished and done by Contractor under this Contract including all loss or damage arising out of the work or from the action of the elements; for any unforeseen obstruction or difficulty encountered in the prosecution of the work, including increased prices for or shortages of materials for any reason, including natural disasters; for all risks of every description associated with the work; for all expenses incurred due to the suspension or discontinuation of the work; and for well and faithfully completing the work as provided in this Contract.

b. Contractor shall submit written itemized invoices with reasonable and customary documentation upon completion of the Project, payable within 30 days of receipt and approval by the County.

5. Expenses. Contractor is responsible for Contractor's expenses and overhead, including without limitation, travel, insurance, material and equipment expenses, and expenses in connection with furthering Contractor's skills or membership in professional societies and organizations.

6. Liability for Damages.

a. County, its officers, agents or employees, shall not in any manner be answerable or responsible for any loss or damage to the Work or to any part of the Work; for any loss or damage to any materials, building, equipment or other property that may be used or employed in the Work, or placed on the worksite during the progress of the Work; for any injury done or damages or compensation required to be paid under any present or future law, to any person, whether an employee of Contractor or otherwise; or for any damage to any property occurring during or resulting from the Work.

b. Contractor shall be liable and responsible for any and all damages to persons or property caused by or arising out of the actions, obligations, or omissions of Contractor, its employees, agents, representatives or other persons acting under Contractor's direction or control in performing or failing to perform the Work under this Contract. Contractor will defend, indemnify and hold harmless County, its elected and appointed officials, employees, agents and representatives (the "indemnified parties"), from any and all liability, claims, demands, actions, damages, losses, judgments, costs or expenses, including but not limited to attorneys’ fees, which may be made or brought or which may result against any of the indemnified parties as a result or on account of the actions or omissions of Contractor, its employees, agents or representatives, or other persons acting under Contractor’s direction or control. In addition, the parties reserve the right to bring tort claims in the event of the discovery of an intentional fraud committed during contract performance. Nothing in this indemnification agreement shall be construed in any way to be a waiver of County's immunity protection under the Colorado Governmental Immunity

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

This section shall survive the termination of this Contract. As a political entity and subdivision of the State of Colorado, County is not authorized to indemnify any party, public or private, from the claims, demands, or damages of third parties.

7. Indemnity Requirements for Design and Engineering. Pursuant to

C.R.S. § 13-50.5-102, any public contract or agreement for architectural, engineering, or surveying services; design; construction; alteration; repair; or maintenance of any building, structure, highway, bridge, viaduct, water, sewer, or gas distribution system, or other works dealing with construction, or any moving, demolition, or excavation connected with such construction that contains a covenant, promise, agreement, or combination thereof to defend, indemnify, or hold harmless any public entity is enforceable only to the extent and for an amount represented by the degree or percentage of negligence or fault attributable to the indemnity obligor or the indemnity obligor's agents, representatives, subcontractors, or suppliers. Any such covenant, promise, agreement, or combination thereof requiring an indemnity obligor to defend, indemnify, or hold harmless any public entity from that public entity's own negligence is void as against public policy and wholly unenforceable.

8. Inspection of Work and Materials.

a. County may appoint and employ such persons as may be necessary to act as inspectors or agents for the purpose of supervising in the interests of County materials furnished and work done as the work progresses.

b. County shall at all times have unrestricted access to all parts of the work and to other places where or in which the preparation of materials and other integral parts of the work are being carried on and conducted.

c. Contractor shall provide all facilities and assistance required or requested to carry out the work of supervision and inspection by County, including material tests.

d. Inspection of the work by the above-mentioned authorities or their representatives shall in no manner be presumed to relieve in any degree the responsibility or obligations of Contractor, or to constitute Contractor an agent of County.

e. No material of any kind shall be used in the work until it has been inspected and accepted by County. All rejected materials shall be immediately removed from the premises. Any materials or workmanship found at any time to be defective shall be replaced or remedied at once regardless of previous inspection. Inspection of materials shall be promptly made, and, where practicable, at the source of supply within twenty-four

(24) hours of notification. Failure to inspect shall constitute acceptance of materials.

f. Whenever the specifications, the instructions of County, or the laws, ordinances or regulations of any public authority require work to be specially tested or approved, Contractor shall give County timely notice of its readiness for inspection, and if the inspection is by another authority, of the date fixed for the inspection.

9. Insurance. Contractor shall not commence work under this Contract until Contractor has obtained all insurance required under this section and the insurance has been approved by the

County Administrator or his designee. Similarly, Contractor shall not allow any approved subcontractor to commence work on his or her subcontract until all similar insurance required of subcontractor has been so obtained and approved. County shall be named as additional insured on all insurance policies required under this Contract. The “additional insured” wording shall be as follows: County of Chaffee, State of Colorado, a body corporate and politic, is named as

Additional Insured. All insurance policies must be written in a manner consistent with the requirements of the Standard Form Contract. Contractor shall furnish County prior to the commencement of Work under this Contract and annually thereafter copies of company-issued

Certificates of Insurance policies obtained by Contractor in compliance with this paragraph demonstrating that the insurance requirements have been met, and Contractor shall ensure that

County is notified in writing and at least thirty (30) days in advance of any amendment or cancellation of such policy or policies. These Certificates of Insurance shall also contain a valid provision or endorsement that these policies may not be canceled, terminated, changed or modified without thirty (30) days’ written notice to the County.

Certificates shall be forwarded to:

Dan Short, Finance Department

Chaffee County P.O. Box 699

Salida, CO 81201

The following insurance shall be required:

a. Commercial General Liability in the amount not less than those limits of liability established from time to time for governmental entities under the provisions of the Colorado

Governmental Immunity Act, C.R.S. § 24-10-114, but shall be no less than $1,000,000.00 per person and $2,000,000.00 per occurrence. This coverage should be provided on an ISO 1998

Form or the most current form. Coverage to include:

i. Premises

ii. Products/Completed Operations if Work includes a manufacturing operation.

iii. Broad Form Comprehensive, General Liability

b. Automobile Liability. Minimum limits are required to be $1,000,000.00 for each occurrence. Coverage must include:

i. All vehicles owned, non-owned, and hired to be used on the Contract;

ii. Medical Payments.

c. Employer’s Liability, Workers’ Compensation and Unemployment Insurance. Contractor shall secure and maintain employer’s liability, Workers’ Compensation Insurance and

Unemployment Insurance that will protect it against any and all claims resulting from injuries to and death of employees, if any, engaged in work under the Contract. The term ‘employee’ and/or ‘independent contractor’ will be defined for the purpose of this Contract by reference to regulations of the Department of Labor, Social Security and the Internal Revenue Service.

Employer's Liability is required for minimum limits of $100,000.00 Each Accident;

$500,000.00 Disease-Policy Limit; $100,000.00 Disease-Each Employee.

d. Employee Fidelity Bonding. In the event Contractor hires employees to perform the services provided for hereunder, Contractor shall secure and maintain a fidelity bond which protects County against loss arising from a fraudulent or dishonest act of the Contractor’s employees.

10. Prohibition Against Discrimination.

a. Contractor shall not discriminate because of race, color, religion, sex, age, national origin, marital status, disability or status as a Vietnam veteran, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment-related activities concerning Contractor's employees. In addition, Contractor affirms that it is an equal opportunity and affirmative action employer, and that it shall comply with all applicable federal, state, and local laws and regulations including, but not limited to, the letter and spirit of the Colorado Anti-Discrimination Act, executive order 11246 as amended by 11375 and 12086; 12138; 11625; 11758; 12073; the

Rehabilitation Act of 1973, as amended; the Vietnam Era Veterans Readjustment

Assistance Act of 1975; Civil Rights Act of 1964; Equal Pay Act of 1963; Age

Discrimination in Employment Act of 1976; Immigration Reform and Control Act of 1986;

Public Law 95-507; the Americans With Disabilities Act, the Colorado Anti-

Discrimination Act; and any additions or amendments thereto. The Equal Opportunity

Clauses set forth in 41 CFR § 60-1.4 and 41 CFR § 60-741.5 are hereby incorporated by reference into this Contract.

b. No contractor, subcontractor or any person on behalf of such contractor or subcontractor, shall, in any manner, discriminate against or intimidate any employee hired for the performance of Work under this Contract on account of race, color, religion, sex, sexual preference, or national origin. For each person who is discriminated against or intimidated in violation of the provisions of this Contract, there may be deducted from the amount payable to Contractor by County under this contract a penalty of $100.00 for each calendar day during which discrimination or intimidation occurred. This Contract may be canceled or terminated by County, and all monies due or to become due under this Contract may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of this Contract. The deduction of any moneys or termination of Contract under this section shall not operate as a bar to any person pursuing individual legal remedies for discrimination.

c. In all solicitations by Contractor for any work related to this Contract to be performed under a subcontract, either by competitive bidding or negotiation, Contractor shall notify each potential subcontractor of Contractor's obligations under this Contract, and of all pertinent regulations relative to nondiscrimination and unfair employment practices.

11. Compliance with Laws. Contractor and every subcontractor or person doing or contracting to do any work contemplated by this Contract shall keep himself or herself fully informed of all national and state laws and all municipal ordinances and regulations in any manner affecting the work or performance of his or her Contract or any extra work, and shall at all times observe and comply with such laws, ordinances and regulations, whether or not the laws, ordinances or regulations are mentioned in this Contract, and shall indemnify County, its officers, agents and employees, against any claim or liability arising from or based on the violation of any such laws, ordinances or regulations.

12. Certificates and Permits. Contractor shall secure at Contractor's own expense all necessary certificates, licenses and permits required in connection with the Work contemplated by this Contract or any part of this Contract, and shall give all notices required by law, ordinance or regulation. Contractor shall pay all fees and charges incident to the due and lawful prosecution of the Work contemplated by this Contract, and any extra work performed by Contractor. Prior to any final payments for the Project, County may require Contractor to sign a lien release in the form attached to this Contract as Exhibit C and may require Contractor to obtain such lien releases from its vendors and subcontractors.

13. No Waiver of Breach. County’s failure to insist upon strict compliance with the provisions of this Contract will not be construed in any way as a waiver of any of County’s rights or privileges. All remedies afforded in this Contract shall be cumulative, that is, in addition to every other remedy provided in this Contract or by law.

14. Prohibition on Acceptance of Gifts. Pursuant to Section 3 of Art. XXIX of the

Constitution of the State of Colorado, County Employees or contractors cannot accept any gifts, meals, theatre or sporting event tickets unless:

a. the aggregate value of things received from a single source does not exceed

$75/calendar year; or

b. the County employee/elected official gave the donor consideration of equal or greater value; or

c. an enumerated exception applies.

15. Personal Identifiable Information. If Contractor or any of its subcontractors will or may receive Personal Identifiable Information (“PII”) as defined in CRS § 24-73-101, et seq. and as may be amended from time to time, under this Contract, Contractor shall provide for the security of such PII, in a manner and form acceptable to the County, including without limitation, all legal requirements relating to non-disclosure, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Contractor shall be a “Third-Party

Service Provider” as defined in CRS § 24-73-103(1)(i) and shall maintain security procedures and practices consistent with CRS § 24-73-101.

16. Termination. County may, at its sole discretion, terminate this Contract without liability in the event that Contractor fails to perform Work as set forth in the Contract Documents or otherwise breaches any terms of this Agreement.

17. Remedies. Upon termination, County's sole liability to Contractor shall be to pay compensation with respect to the Work satisfactorily completed to date, and County shall have the entire right, title and interest in and to such Work. If County terminates this Contract because

Contractor has materially breached this Contract, and Contractor fails to remedy such breach within ten days of receipt of written notice of such breach, in addition to other damages which may be due County, Contractor will refund to County within fifteen days of such notice all compensation paid pursuant to this Contract. A material breach of this Contract shall include the failure by Contractor to complete the Project by the Completion Date. In addition, County shall have all rights and remedies available at law or equity.

18. Warranty. Contractor represents and warrants that all improvements constituting the

Project shall be free from any security interest or other lien or encumbrance. Contractor further represents and warrants that the Work shall be performed by qualified individuals adequately screened and supervised, and that the Work shall be free of any defects in materials or workmanship for a period of one year.

19. Corrections to Project. If any of Contractor’s Work on the Project is found to be not in accordance with the standards set forth in this Contract (including the RFP and Proposal), Contractor shall, at Contractor’s expense, correct it promptly after receipt of a written notice from

County to do so unless County has previously accepted such condition. Such notice shall be either delivered personally or by overnight express courier, or sent by certified mail, postage prepaid, return receipt requested, and must be received by Contractor as soon as practicable after County discovers the defect or the loss or damage caused by such defect, but in no event later than the date that the warranty expires.

20. Change Orders.

a. Increases to the contract price on account of changes in the Work (“Change

Order(s)”) are prohibited unless approved in writing by County, with payment of such increase guaranteed by County.

b. Any order or directive regarding additional work must be in writing in order to be enforceable against County. Contractor acknowledges that any work it performs beyond that specifically authorized in writing by County is performed at Contractor’s risk and without authorization under this Contract.

c. No Change Order or modification increasing the contract price beyond such amount shall be issued unless County provides Contractor with written assurance that lawful appropriations to cover the costs of additional work have been made and the appropriations are available prior to performance of the additional work.

d. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein.

21. Preference for Local Labor. When possible, Contractor shall utilize local laborers and subcontractors.

22. Tax Exemption. Contractor acknowledges and understands that all materials, products and supplies used or consumed on the Project are exempt from state and local sales and use taxes and that such sales and use taxes shall not be included in any applications for payment.

Contractor further acknowledges receipt of the County’s tax exempt number for itself and all subcontractors and material suppliers associated with the Project.

23. Examination of Records. Any duly authorized representative of County, including the

County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Contract or the Project. Contractor shall maintain these documents for seven years from the date of the last payment received.

24. Contractor Cooperation. Contractor shall cooperate and provide County all information requested by County for the purpose of submitting legally-required reports or forms to state or federal agencies including, without limitation, the Internal Revenue Service and the Colorado

Department of Revenue.

25. Constitutional Requirements. The other provisions of this Contract notwithstanding, financial obligations of County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. County is prohibited by law from making financial commitments beyond the term of its current fiscal year. County has contracted for goods and/or services under this Contract and has reason to believe that sufficient funds will be available for the full term of the Contract. Where, however, for reasons beyond the control of County as the funding entity, funds are not allocated for any fiscal period beyond the one in which this Contract is entered into, County shall have the right to terminate this Contract by providing seven days’ written notice to Contractor, and will be released from any and all obligations hereunder. If County terminates the Contract for this reason, County and Contractor shall be released from all obligations to perform the Project and make payments, except that

County shall be required to make payment for work which has been performed by Contractor prior to the effective date of termination under this provision; and, conversely, Contractor shall be required to complete any work for which County has made payment prior to providing written notice to Contractor of the termination.

26. Colorado Open Records Act. All information provided under this Contract is subject to public disclosure under the Colorado Open Records Act (“CORA”) or the Colorado Criminal

Justice Act (“CCJRA”) unless clearly identified and marked as confidential and qualifies as confidential under CORA or CCJRA.

27. Controlling Law and Jurisdiction. The interpretation and performance of this

Contract shall be construed under the laws of Colorado, without regard to choice of law principles. In the event of litigation, jurisdiction and venue shall be in the Chaffee County

District Court.

28. Successors and Assigns; Assignment; Subcontractors. The rights and obligations of County under this Contract will inure to the benefit of and will be binding upon the successors and assigns of County. Contractor may not subcontract, pledge, assign or transfer either this

Contract or any of the payments or benefits under this Contract without the written consent of

County.

29. Severability. If a tribunal of competent jurisdiction determines that any provision of this

Contract is void, illegal, or unenforceable, the other provisions will remain in full force and effect.

Any provision determined to be void, illegal, or unenforceable will be limited so that this Contract will remain in effect to the fullest extent permissible by law.

30. Amendment. This Contract shall not be amended, except by subsequent written Contract of the parties.

31. Captions. The captions in this Contract are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Contract or any part thereof.

32. Attorney Fees. Notwithstanding any provision in any other document or proposal, each party shall be responsible for its own attorney fees and costs in connection with enforcing this

Contract.

33. Priority of Provisions. In the event that any terms of this Agreement and any Exhibit, attachment, or other referenced document are inconsistent, the terms of this Agreement shall control.

34. Binding Effect. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns.

35. Survival. All express representations, indemnifications or limitations of liability included in this Contract will survive its completion or termination for any reason.

36. Waiver. Any waiver of a breach of this Contract shall not be held to be a waiver of any other or subsequent breach of this Contract. All remedies afforded in this Contract shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law.

37. Termination of Prior Agreements. This Contract cancels and terminates, as of its effective date, all prior agreements between the parties relating to the services covered by this

Contract, whether written or oral or partly written and partly oral.

38. Third Party Beneficiary. The enforcement of the terms and conditions of this

Contract and all rights of action relating to such enforcement shall be strictly reserved to County and Contractor, and nothing contained in this Contract shall give or allow any claim or right of action whatsoever by any other or third person. It is the express intent of the parties to this

Contract that any person receiving services or benefits under this Contract shall be deemed an incidental beneficiary only.

39. Notices. All notices shall be in writing. Notices will be deemed to have been duly given if delivered personally or if mailed via certified mail (return receipt requested and postage prepaid) and confirmed by such certified mail receipt, given by facsimile or e-mail confirmed by receipt, or sent by courier confirmed by receipt, addressed to the party at the address set forth below or at such other address as either party may designate to the other in accordance with this Section.

Notices shall be deemed to be given on the date of receipt, except that if delivery is refused, notice shall be deemed given on the fifth (5th) day after it is sent.

40. Authority. Each person signing this Contract represents and warrants that s/he is fully authorized to enter into and execute this Contract, and to bind the party it represents to the terms and conditions.

41. Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one and the same instrument.

42. Entire Agreement. All exhibits to this Contract and provisions set forth in County’s

Request for Proposal and Contractor’s responses to County’s Request for Proposal, if any, together with any alterations and/or modifications, are incorporated as part of this Contract and such represent the entire agreement between County and Contractor with respect to the transactions contemplated by this Contract and supersede all previous negotiations, commitments, letters of intent and other writings.

The parties hereto have executed this Construction Contract as of the day and year first written above.

Contractor:

By:

Print Name:

Title:

Federal ID#:

Notice Address:

Board of Commissioners of Chaffee County:

By:

P.T. Wood, Chairman

Notice Address:

Attention: County Attorney

P.O. Box 699

Salida, Colorado 81201

Fax: 719.539.7442

Fax:

EXHIBIT A

Request for Proposal Chaffee County Government

[TO BE INSERTED LATER]

Chaffee County Government 2023 Asphalt Overlay RFP – March 8 2023 version Page 12 of

EXHIBIT B

Quote

[TO BE INSERTED LATER]

EXHIBIT C

RELEASE

Mechanic Lien, Miller Act Claim (40 USCA 270), Stop Notice, Equitable Lien, Labor Material Bond Release and

Lien on Funds.

From: (VENDOR NAME)

To: ( )

Project: ( )

Owner: ( )

1. Subject to receipt of payment of $(DOLLAR AMOUNT), undersigned hereby release all Mechanic’s

Liens Rights, Miller Act Claim (40 USCA 270), Stop Notice, Equitable Liens, Labor and Material Bond Rights and

Liens on Funds (CRS Title 38, Article 26) resulting from labor and/or materials, subcontractor work, equipment or other work, rents, services or supplies heretofore furnished in and for the construction, design, improvement, alteration, additions to or repair of the above described project.

2. The undersigned warrants and represents that all claims against the undersigned or the undersigned’s subcontractors and/or materials suppliers have been paid or that arrangements, satisfactory to the owner and contractor, have been made for such payments.

3. In further consideration of the payment made or to be made as above set forth, and to induce the contractor to make such payment, the undersigned agrees to defend and hold harmless the owner, contractor, and/or lender, and/or principal and surety from any claim or claims hereinafter made by the undersigned and/or its material suppliers, subcontractors or employees, servants, agents, or assigns of such persons against the project. The undersigned agrees to indemnify or reimburse all persons so relying upon this release for any and all sums, including attorney’s fees and costs, which may be incurred as the result of any such claims.

4. The undersigned acknowledges that the designation of the above project constitutes an adequate description of the property and improvements for which the undersigned has received consideration for this release.

5. This release if for the benefit of and may be relied upon by the owner, the contractor, and any construction lender and the principal and surety on any labor and material bond for the project.

6. Upon fulfillment of the above referenced condition, this shall constitute a complete release of all rights and claims of the undersigned up to and including the (DAY) Day of (MONTH), 200(_).

FIRM:

BY:

TITLE:

DATE:

WITNESS: