DNR POGeneralConditions-revised 3-17-2015.pdf

COLORADO DEPARTMENT OF NATURAL RESOURCES

GENERAL CONDITIONS FOR CONSTRUCTION PURCHASE ORDERS

1. DEFINITIONS

OWNER or STATE - the Director of the State Department of Natural Resources or his designee. The DNR is located at 1313 Sherman Street, Suite 718, Denver, Colorado, 80203, telephone (303) 866-3292 Ext 8631.

PROJECT MANAGER - the employee designated by the Director of the Colorado Department of Natural Resources or representative responsible for day to day observation of project work at the job site, and general contract administration for the Department.

CONTRACTOR or VENDOR - the sole proprietorship, partnership, or corporation to which the Purchase Order is addressed.

PURCHASE ORDER CONTRACT DOCUMENTS - An enforceable contract in that it is written evidence of the purchaser's acceptance of the seller's previous and unretracted offer to perform the work subject of the purchase order for the price stated therein. The Purchase Order Contract includes the all attachments, including but not limited to: Bid, Bid or Cost Schedule, Insurance Certificates, Purchase Order Terms and Conditions, Documented Quotation, including Work Description, maps, Drawings and any Amendments. These documents are complementary; what is called for by any one document shall be as binding as if called for by all.

Unless a different order of precedence is established in the purchase order documents, in case of a difference between the contract documents, precedence shall be given in the following respective order: Bid, Bid Solicitation and specifications, General Conditions for Purchase Orders, Purchase Order Terms and Conditions, maps, and Drawings. Amendments shall take precedence in the area of the bid document which they modify or clarify. In the case of any such difference, the matter shall be promptly brought to the attention of the Project Manager who will make a determination in writing.

WORK - The material and/or labor the seller is to furnish to the purchaser by operation under the purchase order.

SUBCONTRACTOR - A sole proprietorship, partnership or corporation which has a contract with the Contractor for the performance of labor at the site of the work regardless of whether supplying of material is part of such contract, but without contractual relationship to the purchaser.

SUPPLIER - A sole proprietorship, partnership or corporation which over-the-counter or under contract furnishes the Contractor material or equipment incorporated in the work or otherwise incident to the Contractor's performance, but which performs no labor at the work site.

2. CONDITIONS AFFECTING THE WORK

In addition to examining the drawings and specifications, completion schedule, and other instructions, bidders shall visit the site and take such other steps as may be reasonably necessary to ascertain the nature and location of the work, including average climatic conditions and the general and local conditions which can affect the work or the cost thereof. Failure to do so will not relieve bidders from responsibility for estimating properly the difficulty or cost of successfully performing the work.

3. Award Award will be made with reasonable promptness, by written notice to the low responsive and responsible bidder shoes bid meets the requirements and reiteria set forth in the Documented Quotation/Invitation for Bid. these Creitria will include, but not be limited to the lowest GRAND TOTAL PRICE, corrected if necessary for errors in price extension and/or addition, and capability to meet the performance time requirements. The GRAND TOTAL PRICE will be used for comparing bids only.

4. INSURANCE

A. The contractor shall obtain, and maintain at all times during the term of this contract, insurance in the following kinds and amounts:

Colorado Department of Natural Resources GENERAL CONDITIONS FOR PURCHASE ORDERS March 2014 Page 2

1) Workers’ Compensation Insurance as required by state statute, and Employer’s Liability Insurance covering all of contractor’s employees acting within the course and scope of their employment.

2) Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows:

a. $1,000,000 each occurrence;

b. $1,000,000 general aggregate;

c. $1,000,000 products and completed operations aggregate; and

d. $50,000 any one fire.

If any aggregate limit is reduced below $1,000,000 because of claims made or paid, the contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the State a certificate or other document satisfactory to the State showing compliance with this provision.

3) Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit as follows: $1,000,000 each accident combined single limit.

B. The State of Colorado shall be named as additional insured on the Commercial General Liability Insurance policy. Coverage required of the contract will be primary over any insurance or self-insurance program carried by the State of Colorado.

C. The Insurance shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the State by certified mail.

D. The contractor will require all insurance policies in any way related to the contract and secured and maintained by the contractor to include clauses stating that each carrier will waive all rights of recovery, under subrogation or otherwise, against the State of Colorado, its agencies, institutions, organizations, officers, agents, employees and volunteers.

E. All policies evidencing the insurance coverages required hereunder shall be issued by insurance companies satisfactory to the State.

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5. WORK SCHEDULE

After a Purchase Order has been issued, the Project Manager will notify the Contractor. Under no circumstances shall the Contractor begin work before a Purchase Order is issued. If the Purchase Order Documents specify project dates or a certain project schedule, the Contractor shall perform the work during that specified time period.

DNR reserves the right to cancel the Purchase Order if the Contractor fails to begin the work as scheduled.

6. ACCIDENT PREVENTION AND SAFETY MEASURES

The Contractor shall comply with applicable provisions of OSHA Part 1926, Construction Standards and Interpretations, in effect on the date of Bid Opening or Purchase Order, whichever is earlier. The Contractor shall continuously maintain, at his expense, adequate protection of the work and the Principle Representative's property, and shall take all practicable precautions in the interest of safety.

The Contractor shall be responsible for thoroughly investigating the site conditions and scheduling and directing his equipment, equipment operations, personnel and safety procedures to prevent accidents and injuries. Failure to comply will be cause for immediate suspension of the work. See section 2. Safety Information of the Purchase Order Terms and Conditions.

7. PLANS AND WORKING DRAWINGS

The drawings if any, included with this purchase order contract are complete and adequate for construction. While every effort has been made to have the plans and drawings free of errors and ambiguities, any such errors or ambiguities must be brought to the Project Manager's attention immediately.

8. CORRESPONDENCE FROM THE CONTRACTOR

All correspondence from the Contractor to the State shall be submitted to:

Colorado Department of Natural Resources, Purchasing Office 1313 Sherman Street, Suite 423 Denver, Colorado 80203

(303) 866-3292 Fax (303) 866-5575

9. MATERIALS

Unless otherwise stipulated, the Contractor shall provide and pay for all materials, labor, water, tools, equipment, light, power, transportation and other facilities necessary for the execution and completion of the work.

Unless otherwise specified, all materials shall be new and both workmanship and materials shall be of good and uniform quality. The Contractor shall, if required, furnish satisfactory evidence as to the kind and quality of materials.

10. PREFERENCE OF BIDDERS AND MATERIALS

The selection of materials and equipment for the work shall be in accordance with the laws of Colorado.

11. LABOR AND WAGES

Title 8-17-101, C.R.S., applies only if the project cost exceeds $500,000 and does not include any federal funds, and states that eighty percent of the laborers employed on each project must be Colorado labor. "Colorado labor" means any person who is a resident of the State of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age or religion."

The rate of wages to be paid for all laborers and mechanics shall be in accordance with the laws of Colorado. The Davis-Bacon Act does not apply unless specifically referenced in the bidding documents or the purchase order

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The Contractor shall at all times enforce strict discipline and good order among his employees, and shall not employ on the work any unfit person or anyone not skilled in the work assigned to him.

12. EQUAL OPPORTUNITY

The Contractor agrees to comply with the letter and spirit of the Colorado Antidiscrimination act of 1957, as amended, and the applicable law respecting discrimination and unfair employment practices. (Reference 24-34-402, C.R.S. as amended and the Governor's Executive Order of April 16, 1975 relating to equal opportunity and affirmative action which are incorporated and made a part hereof by reference as if fully set forth herein.)

13. PRIME CONTRACTOR

If several Contractors propose to join together to perform the work, the Owner will recognize only one (bonded) prime Contractor, who will enter into a purchase order contract with the Owner, and who will subcontract the work to such others as are required to perform the work. The Contractor shall designate a superintendent with whom the Owner can communicate and who will supervise the work and be fully responsible for the performance thereof.

14. SUBCONTRACTORS

The Contractor shall not, without prior written approval of the Owner, enter into any subcontract covering any part of the work covered by this contract. An approved verbal request to subcontract shall be followed in writing with the name of the proposed subcontractor and a description of the work to be subcontracted.

If at any time the Owner determines that any subcontractor is incompetent or undesirable, he shall notify the Contractor accordingly and the Contractor shall take immediate steps for cancellation of the subcontract.

Nothing contained in this purchase order contract shall create any contractual relationship between any subcontractor and the Owner. Approval by the Owner to any subcontract or any provisions thereof shall not be construed to be a determination of the acceptability of any subcontract price, or of any amount paid under subcontract, or to relieve the Contractor of any responsibility for performing this purchase order contract.

Subcontracting by subcontractors shall be subject to the above requirements.

15. SUPERINTENDENCE OF THE WORK

The Contractor shall keep a competent and reliable superintendent on the job at all times that labor is being performed. The superintendent, in the Contractor's absence from the site, shall stand in the stead of the Contractor and any authoritative directions given to the superintendent shall be as binding as if given to the Contractor.

16. WORK BY OTHERS

Other construction activities may be occurring at the same time as the work proposed under this contract. It shall be the Contractor's responsibility to coordinate his work with those of the landowners or other Contractors on the site.

The Contractor shall, without charge, permit the landowner, and such other Contractors to use the roads and other facilities constructed or improved by the Contractor for the contract work; provided, that such usage shall in no way interfere with the contract work of the Contractor.

17. ACCESS AND WORKING AREA

Access to the sites or to the vicinity of sites is by public roads and private roads as shown on the drawings or as may be located in the field. Some sites may not have adequate access roads for Contractor's methods or equipment and construction or improvement of existing roads may be required. Access roads used or constructed by the Contractor shall be maintained and restored to pre-existing or better conditions.

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The Contractor shall confine his access roads, equipment, the storage of materials and the operation of his workmen to the immediate vicinity of the work sites and shall not unreasonably encumber the premises with his materials and equipment. Caution shall be exercised at all times to avoid blocking roads or in any other way interfering with operations by others or presenting a hazard to personnel, equipment, or to the public.

The Contractor shall obtain all permits and/or permission required to use public and private roads. The Contractor shall obey all laws and regulations affecting the use of public thoroughfares.

The Contractor shall provide such temporary barricades, fences, or warning signs as may be necessary to make temporary or permanent roads safe by night as well as by day. He shall at all times have a sufficient number of watchmen, flagmen, and warning lights to protect traffic where it is interfered with by his operations, where his trucks enter or leave public roads, or where work is being done adjacent to such roads.

18. PERMITS AND LICENSES

Permits and licenses required for prosecution of the work shall be procured and paid for by the Contractor.

19. ROYALTIES AND PATENTS

The Contractor shall pay all royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and shall save the State of Colorado harmless from loss on account thereof.

20. PROJECT PUBLICITY

The Owner will be sole provider of information about the project work to area residents, and special districts, county, state, and federal agencies, and individuals from the media. Any contact with these groups by the Contractor must be cleared through the Owner.

21. UTILITIES

Utilities, both underground and above-ground, may exist which could affect construction work covered under this contract. The Contractor is responsible for determining the nature and locations of any and all utilities which could affect construction work covered under this contract. The horizontal and vertical locations of utilities may vary. The Contractor is responsible for excavation and equipment movement without damage to utilities. The Contractor assumes all responsibility for damages to any utilities he causes under this contract.

22. ELECTRICAL POWER AND POTABLE AND CONSTRUCTION WATER

The Contractor shall be responsible for providing electrical power and potable and construction water as needed to perform the contract work. If the Contractor desires to use power other than portable generators, the Contractor's plans for providing such power will be subject to the Owner's prior approval. The cost for providing power and water will not be paid for separately but shall be included in the pricing of the various work items.

23. WORK PROGRESS

The Contractor agrees that work will be performed with due diligence in accordance with good engineering and construction practices to the end that the entire contract work shall be completed within the time specified in the purchase order contract documents. It is expressly understood and agreed, by and between the parties hereto, that the stipulated project schedule described is a reasonable time for completion of the work, taking into consideration all factors, including average climatic conditions prevailing in the area.

For good and sufficient cause, such as (a) unsuitable weather, (b) faulty workmanship, (c) improper superintendence,

(d) the Contractor's failure to carry out any reasonable order or to perform any provision of the purchase order and collateral documents, or (e) any other circumstance unfavorable for prosecution of the work, the Owner shall have the right to suspend the Contractor's performance of the work. Notice of such suspension shall be in writing. The

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Contractor shall resume performance of the work promptly when so notified in writing. The Contractor shall not be entitled to any cost or damages resulting from such suspension. There will be added to the time estimated for the project work noted in the purchase order contract documents the number of days, if any, that the Contractor is allowed for reasons of unusual, unsuitable weather as stipulated above. No extension of time shall be allowed for reasons as stipulated in (b), (c), and (d) above.

If the Contractor is responsible for a delay in progress of the work, the Contractor shall, without additional cost, work overtime and utilize such additional equipment and manpower as may be necessary to complete the contract work by the stipulated date. Failure to comply will be grounds for termination of this purchase order contract as stipulated below .

If the Contractor should fail to prosecute the work properly and diligently, or default performance of any provision of the purchase order and its collateral documents, the Owner after seven days written notice to the Contractor and his surety may, without prejudice to any other remedy the Owner may have, dismiss the Contractor and complete the work, and may deduct the cost of so doing from any unpaid balance of the contract price due or to become due the Contractor. If such cost of completion of the work is in excess of the unpaid balance of the contract price, the Contractor shall reimburse the Owner for such excess or the Owner shall have cause of action at law for the amount of such excess and all costs of prosecution of such action.

24. ESTIMATED QUANTITIES

The Contractor shall understand that the quantities and measurements set forth in the purchase order contract are in no case exact and in some instances the exact quantities and measurements are impossible to determine until after conditions have become known during construction; that the quantities shown in the Bid Schedule or in the Purchase Order Contract Documents are for use as a basis for comparing bids only or in establishing a maximum purchase order contract amount. The Owner does not expressly, or by implication, agree that the actual amount of work performed or material furnished or installed will correspond therewith and further, that during the progress of the work the Owner may find it advisable and shall have the right to make changes in locations of portions of the work, to omit portions of the work and to increase or decrease the quantities, as may be deemed necessary or desirable. Under no circumstances or conditions will the Contractor be paid anything on account of anticipated profits upon the work or any portion thereof covered by the Contract which is not actually performed; nor will the Contractor be paid more than the unit price bid for any item of the Bid because the actual quantity is greater or less than the quantity shown in the Invitation and Bid Sheet.

The Owner, without invalidating the purchase order contract, may order extra work, or make any other reasonably related changes by altering adding to or deducting from the work; the contract price and time for completion of the work will be adjusted accordingly by mutual agreement. C.R.S. 24-105-301 through 24-106-101, as amended are incorporated and made a part herein by reference as if fully set forth herein.

25. DEDUCTION OF UNCORRECTED WORK

If the Owner deems inexpedient the correction of damaged work or of work not performed in accordance with the contract, equitable reduction of the contract price shall be made therefore.

26. CLAIMS

Any claim by the Contractor arising by virtue of this purchase order contract which is not disposed of by agreement shall be submitted in writing, together with any written and oral evidence in support thereof, to the Principle Representative for decision. Before making a decision the Principle Representative shall notify the Contractor that any additional written and/or oral evidence in support of the claim may be presented to the Principle Representative and such evidence must be supplied within such time as may be granted by the Principle Representative. The Principle Representative shall make his decision in writing and mail or otherwise furnish a signed copy to the Contractor. Pending the decision of the Principle Representative, the Contractor shall proceed diligently with the performance of this purchase order contract.

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27. CLEANUP

The Contractor shall at all times keep the construction area free from accumulations of waste material or rubbish resulting from his work. Upon completion of the work, the Contractor shall remove from the vicinity of the work and haul all rubbish, trash, garbage, and debris to a county-approved disposal site. Additionally, the Contractor shall remove from the vicinity all unused materials, and the like, belonging to the Contractor or used under the Contractor's direction during construction.

Cleanup is subject to the approval of the Project Manager.

28. PAYMENT, RETAINAGE AND CONTRACTOR’S SETTLEMENT

When the Principal Representative indicates acceptance of the work, the CONTRACTOR may request final payment. For projects lasting longer than 30 days, interim payments may be authorized by the project manager.

If the Purchase Order Contract Price exceeds $50,000, retainage of five percent (5%) will be held from all payments, unless payment is made after the final settlement date.

Before such final payment may be made, the Principal Representative must comply with Title 38-26-107 C.R.S. as amended, which requires that publication of a notice of final settlement with the Contractor be made no less than ten days prior to the final settlement date.

Any unpaid creditor of the Contractor who supplied labor and/or material for the work has those ten days in which to file with the Principal Representative a verified statement of the amount due and unpaid. The Principal Representative must withhold from payment to the Contractor the total amount of such claim for a period of ninety days after the date in the notice fixed for settlement, but the Principal Representative may not directly make payment to the creditor(s). If within those ninety days a creditor does not reach settlement with the Contractor, he must file with the Principal Representative a notice that he has brought action at law, otherwise the Principal Representative, at expiration of ninety days, will pay the Contractor for the amount withheld.

Payment is subject to the section 11. Payment of the Purchase Order Terms and Conditions.

29. ACCESS TO DOCUMENTS

The Contractor shall grant access to the State or any of their duly authorized representatives to any books.

documents, papers and records of the Contractor which are directly pertinent to this contract for the purpose of audit, examination, excerpts and transcriptions. All required records shall be retained for three years after final settlement and all other matters are closed.

30. GENERAL

A. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution and enforcement of this contract. Any provision of this contract whether or not incorporated herein by reference which provides for arbitration by any extra-judicial body or person or which is otherwise in conflict with said laws, rules and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this contract to the extent that the contract is capable of execution.

B. The signatories hereto aver that they are familiar with 18-8-301 of seq. (Bribery and corrupt influences) and

18-8-401, et seq. (abuse of Public Office), C.R.S., as amended and that no violation of such provisions is present.

C. The signatories aver that to their knowledge, no state employee has any personal or beneficial interest whatsoever in the service of property described herein.

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D. Pursuant to CRS 24-30-202.4 (as amended), the State Controller may withhold debts owed to State agencies under the vendor offset intercept system for: (a) unpaid child support debt or child support arrearages; (b) unpaid balance of tax, accrued interest, or other charges specified in Article 22, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) owed amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State or any agency thereof, the amount of which is found to be owing as a result of final agency determination or reduced to judgment as certified by the controller.

E. CORA Disclosure. To the extent not prohibited by federal law, this Contract and the performance measures and standards under CRS §24-103.5-101, if any, are subject to public release through the Colorado Open Records Act, CRS §24-72-101, et seq.

F. Binding Arbitration Prohibited. The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this Contract or incorporated herein by reference shall be null and void.

POGeneralConditions 02062014