Exhibit F General Conditions.pdf

City of Commerce City - General Conditions Attachment E to Request for Bids Revised October 16, 2015 Page 1 of 62

CITY OF COMMERCE CITY

GENERAL CONDITIONS

ARTICLE 1 DEFINITIONS, ABBREVIATIONS & REFERENCES

1.1. Definitions.

Whenever used in the Contract Documents, the following terms shall have the following meanings, applicable to both the singular and plural, in addition to words otherwise defined in the Contract Documents:

1.1.1. Addenda: Written changes to the Bidding Documents issued before the opening of Bids that clarify, correct, or change the Contract or change the date set for the Opening of Bids.

1.1.2. Bonds: Bid Bonds, Performance Bonds, and Payment Bonds, any warranty bond, or other instruments of security furnished by the Contractor and its Surety according to the Contract.

1.1.3. Change Order: A written modification of the Contract, issued after award to the Contractor, authorizing an addition, deletion, or revision in the Work within the general scope of the Contract or authorizing an adjustment in the Contract Price or Contract Time mutually agreed upon between the City and the Contractor.

1.1.4. City or Owner: The City of Commerce City, Colorado. Any reference to the approval, decision, or discretion of the City, whether express or implied, is a reference to the approval, decision, or discretion of the City Manager, or to his or her designee unless otherwise stated or required by law.

1.1.5. Completion Date: The date the Contract specifies the Work is to be completed.

1.1.6. Construction Schedule: The schedule of Work approved by the City in accordance with the Contract Documents.

1.1.7. Contract: The construction contract for the completion of the Work consisting of the Construction Contract Agreement and all other Contract Documents.

1.1.8. Contract Documents: All the documents expressly incorporated into the Contract by and including the Construction Contract Agreement, including without limitation all Addenda, Bid Forms, Change Orders, Plans/Drawings, General Conditions, Request for Bids (including all attachments), insurance certificates, Notice of Intent to Award, Notice of Final Acceptance, Notice to Proceed, Notice of Substantial Completion, any Performance Bonds, any Payment Bonds, Special Conditions, accepted Shop Drawings, and Specifications.

1.1.9. Contract Price: The total monies payable to the Contractor under the terms and conditions of the Contract.

1.1.10. Contract Time: The number of days provided in the Contract for the completion of the Project from the date of the Notice to Proceed through and including the date of Final Acceptance. The Contract Documents may require completion on or before a certain specified date.

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1.1.11. Contractor: The person or entity identified in the Construction Contract Agreement contracting with the City to perform the Work required by the Contract.

1.1.12. Drawings or Plans: The part of the Contract prepared or approved by the Project Manager showing the characteristics and scope of the Work to be performed.

1.1.13. Date of Contract: The execution date in the Agreement for a Construction Contract unless otherwise specified.

1.1.14. Day or day: A calendar day of twenty-four hours each from midnight to midnight, unless otherwise specified.

1.1.15. Field Order: A written order issued by the Project Manager to the Contractor during construction that directs the Contractor to commence a change in the Work before complete agreement on or execution of a Change Order.

1.1.16. Final Acceptance: The City’s final acceptance of the Work completed according to the Contract requirements with all parts of the Work in good condition and in working order, including completion of all punch list items, cleanup work, and delivery of all required guarantees, warranties, licenses, releases, and other deliverables.

1.1.17. Final Payment: The final and complete payment to the Contractor in accordance with the Contract Documents.

1.1.18. Inspector: The City’s authorized representative assigned to make detailed inspection of the Work performed by the Contractor.

1.1.19. Notice of Final Acceptance: The written notice of the date, as certified by the City, of Final Acceptance.

1.1.20. Notice to Proceed: The written notice by the City to the Contractor authorizing the Contractor to proceed with the Work.

1.1.21. Notice of Substantial Completion: The written notice of the date, as certified by the City, of Substantial Completion.

1.1.22. Parties: The City and the Contractor.

1.1.23. Project: The total construction of which the Work to be provided under the Contract Documents may be the whole or a part as indicated elsewhere in the Contract Documents and may include construction by other contractors.

1.1.24. Project Manager: The City’s designated, authorized representative assigned to the Project with day-to-day responsibility for managing the Contract.

1.1.25. Reasonably Predictable Weather Days: Estimated Weather Day(s) where critical path activities cannot be performed in any month, within contract weather or temperature limitations, or due to weather related soil conditions.

1.1.26. Shop Drawings: All drawings, diagrams, illustrations, brochures, schedules, and other data prepared by the Contractor, any Subcontractor, manufacturer, Supplier or distributor that illustrate how specific portions of the Work will be fabricated or installed.

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1.1.27. Special Conditions: Additions to the General Conditions containing instructions and conditions peculiar to an individual Project.

1.1.28. Specifications: A part of the Contract Documents consisting of written technical description of materials, equipment, construction systems, standards, and workmanship.

1.1.29. Subcontractor: Any person or entity having a subcontract with the Contractor (or any Subcontractor, of any tier, whether or not authorized by the Contractor) to furnish and perform work at the Work site, including the provision of labor, materials, equipment, supplies, tools, services, or any combination of these. This definition shall not limit the Contractor’s obligations, or alter any Subcontractor’s rights, under any law or contract.

1.1.30. Substantial Completion: The date on which the Work has progressed to the point that the City can beneficially occupy or utilize the Work for the purpose for which it is intended, and the Work complies with all applicable codes and regulations, including, if required, issuance of a certificate of occupancy, or certificate of suitability for use from the appropriate governmental agencies, as determined by the City in its sole discretion.

1.1.31. Superintendent: The Contractor’s authorized representative assigned to the Project with day-to-day responsibility for managing the Project.

1.1.32. Supplier: Any person or organization who supplies materials, supplies, tools, equipment, or other items for the Work, including those fabricated to a special design, but who does not perform labor at the site. This definition shall not limit the Contractor’s obligations, or alter any Supplier’s rights, under any law or contract.

1.1.33. Surety: Any entity that is bound with and for the Contractor for the performance of the Work and/or the payment for any labor and material through the performance bond and/or the payment bond.

1.1.34. Unit Price: An amount stated in the Bid as a price per unit of measurement for materials or services as described in the Contract. Unit Prices are intended to cover all items of work to be done and materials to be furnished to fully complete the Work in accordance with the Contract Documents (including without limitation the cost of appurtenant items of work, labor, materials, fees, bond costs, supplies, utilities, royalties, tools, forms and equipment, and all other costs (including without limitation sales and use tax, insurance, licenses, permits, profit, and other overhead) not listed separately, not shown on the Plans and Specifications, or not specified but necessary to complete the Work in accordance with the Contract Documents).

1.1.1. Weather Day: Any day on which Work is scheduled in the Construction Schedule but cannot be performed within contract weather or temperature limitations or due to weather related soil conditions, and where work on critical activities cannot be performed for more than fifty percent (50%) of the work day, including any day immediately following a Weather Day on which subsequent day Work was scheduled in the Construction Schedule but cannot be performed on scheduled critical path activities due to weather related site or soil conditions for more than fifty percent (50%) of the day (drying days).

1.1.2. Work: The construction and services required by the Contract Documents, whether completed or partially completed, including all other labor, materials, equipment, supplies, management, administration, supervision, manufactured components, and

Revised November 17, 2015 Page 4 of 62 services provided or to be provided by the Contractor to fulfill the Contractor’s obligations under the Contract. The Work may be the whole or a part of the Project.

1.2. Words of Importance.

When the Contract Documents use the phrases or words “as directed,” “as required,” “approved,” “acceptable,” “satisfactory,” or other phrases or words of like meaning without further indication, the intended direction, requirement, approval, or satisfaction shall be that of the Project Manager.

1.3. References.

Words describing materials or Work having a well-known technical or trade meaning in an industry, unless otherwise specifically defined, shall be construed in according to well-known meanings as recognized by engineers, architects, and the trades. All references to standard specifications, methods of testing materials, codes, practices, and requirements refer to the edition of each in effect on the date of the Request for Bids unless a specific edition or revision is referenced.

1.4. Computation of Time.

Any period of time referred to in the Contract Documents will be computed to exclude the first and include the last day of the period. If the last day of the period falls on a Saturday, Sunday, or legal holiday for the City, such day will be omitted from the computation.

1.5. Abbreviations.

When the following abbreviations appear in the documents, they are defined as follows:

AASHTO American Association of State Highway and Transportation Officials ACI American Concrete Institute ACPA American Concrete Pipe Association ACOE or COE U.S. Army Corps of Engineers AGC Associated General Contractors of America, Inc.

AIA American Institute of Architects AIEE American Institute of Electrical Engineers AISC American Institute of Steel Construction ANSI American National Standards Institute APHA American Public Health Association APWA American Public Works Association ASA American Standards Association ASCE American Society of Civil Engineers ASME American Society of Mechanical Engineers ASTM American Society for Testing and Materials AWS American Welding Society AWSC American Welding Society Code AWWA American Water Works Association CDOT Colorado Department of Transportation CPM Critical Path Method DHS U.S. Department of Homeland Security EPA U.S. Environmental Protection Agency GESC Grading, Erosion and Sediment Control IEEE Institute of Electrical and Electronic Engineers

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MUTCD Manual on Uniform Traffic Control Devices NBS National Bureau of Standards NCPI National Clay Pipe Institute NEC National Electric Code NEMA National Electrical Manufacturer’s Association OSHA Occupational Safety & Health Administration RCRA Resource Conservation and Recovery Act SAME Society of American Military Engineers SACWSD South Adams County Water & Sanitation District SAVE Systematic Alien Verification or Entitlement program WW-P Federal Specifications Prefix

ARTICLE 2 PRELIMINARY MATTERS

2.1. Notice to Proceed.

The City will give the Contractor written Notice to Proceed with the Work after execution of the Contract by the City. The Contractor shall begin the Work by the date stated in the Notice to Proceed and diligently pursue the Work regularly and without interruption (unless otherwise directed in writing by the Project Manager) with the force necessary to complete the Work and achieve Final Acceptance within the Contract Time. If any milestones are described in the Contract Documents or the approved Construction Schedule, the Work described by each milestone shall be accomplished on or before that milestone in accordance with the Contract Documents.

2.2. Construction Schedule.

2.2.1. Within the time specified in the Request for Bids, the Contractor shall submit to the City a proposed Construction Schedule using Primavera, MS Project or other comparable Critical Path Method (CPM) scheduling software.

2.2.2. The Construction Schedule must include all Work activities to be performed under the Contract including any work to be performed by Subcontractors and must account for all Reasonably Predictable Weather Days. All activities should be logically tied with a critical path clearly identified. The schedule must have sufficient detail to adequately plan and manage the Work. Contractual and key milestones are to be identified.

2.2.3. The Construction Schedule must include a brief narrative including:

a) A Critical Path description;

b) Identification of non-work days such as weekends or holidays;

c) A table showing calculated Reasonably Predictable Weather Days (including drying days for each month); and

d) List of assumptions used while developing the Construction Schedule.

2.2.4. It will be presumed that the Contractor, at the time of bidding, took into account the number of days which might be unavailable for Work as a result of Reasonably Predictable Weather Days during the Contract Time.

2.2.5. The Contractor shall calculate Reasonably Predictable Weather Days by using the last ten (10) years of historical weather data from the nearest NOAA weather data collection station, or other approved weather station, to compute the average number

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2.2.6. On a monthly basis with each pay application and as requested by the Project Manager, the Contractor shall update the Construction Schedule and provide a summary report of progress on the various parts of the Work, including the status, rate of progress, estimated completion date, and cause of delay, if any. This report shall not constitute a request or approval for any change in the Contract Time.

2.2.7. Work shall normally not be done on Saturdays, Sundays, City observed holidays, or outside of the daytime working hours (7:00 a.m. to 5:00 p.m.), except for such work as may be necessary for proper care, maintenance, and protection of Work already done, or in cases when the Work would be endangered or when hazard to life or property would result.

2.2.8. If the Contractor believes it may be necessary to work on Saturdays, Sundays, holidays, or at night, the Contractor shall make prior arrangements with the Project Manager and receive written approval at least twenty-four (24) hours before such work period so that proper inspection and engineering services can be provided. Such approval may be revoked by the Project Manager if the Contractor fails to maintain adequate equipment and lighting at night for the proper prosecution, control and inspection of the Work. If Work is done outside of approved working hours, and the Project Manager has not assigned Inspectors to the Work, the Work performed during those periods of time may be declared defective solely on the grounds that it was not properly inspected.

2.3. Pre-Construction Meeting.

Before Work is commenced and materials are ordered, the Contractor shall meet and consult with the Project Manager relative to the materials, equipment, schedule, site, and other arrangements for the commencement of the Work.

2.4. Contractor’s Understanding of Work.

The Contractor agrees that, by careful examination, it is satisfied as to the nature and location of the Work, the conformation of the ground, the character, quality, and quantity of the materials to be encountered, the character of equipment and facilities needed before beginning and for the Work, the general and local conditions, and all other matters, which can in any way affect the Work under the Contract. No oral agreement with any officer, agent, or employee of the City either before or after the execution of the Contract shall affect or change any of the terms or obligations contained in the Contract.

2.5. Contractor’s Representation.

The Contractor represents and warrants that it has the knowledge, ability, experience, and expertise to perform the Work competently in accordance with the Contract Documents.

The Contractor represents and warrants the capacity of the Contractor's construction plant, personnel, and its ability to complete the Work by the Completion Date.

2.6. Other Work.

The City reserves the right to award other contracts in connection with the Project or other activities. The Contractor must be prepared to accept the presence, on or adjacent to the construction site, of work forces of other contractors, subcontractors, tenants, government

Revised November 17, 2015 Page 7 of 62 agencies and municipal, public service or utility systems. The Contractor shall cooperate with and afford other contractors reasonable opportunity for the introduction and storage of their materials and the execution of their Work, and shall coordinate its Work with theirs. If it becomes impossible to proceed with the Work in a manner that permits all activities to progress at a reasonable pace, the Project Manager will select the course of action that appears to best serve the City.

2.7. Notices.

Except for routine communications, written notices required under this Contract and all other correspondence between the Parties will be deemed received when hand-delivered or three (3) days after being sent by certified mail, return receipt requested (unless the Parties consent to electronic delivery). The address in the Bid will be the Contractor’s address for the delivery of notices, unless modified by the Contractor by written notice at least three (3) business days prior to the change. Notices to the City shall be delivered to the Project Manager except as provided in the Contract Documents.

2.8. Contractor’s Signs.

No signs with Contractor’s name, logo, telephone number, address or, (etc.), shall be placed on any pole, road, structure or other surface, unless approved in writing, and in advance of such placement, by the City.

2.9. Publicity and Advertising.

2.9.1. Neither the Contractor nor its Subcontractors or Suppliers shall include any reference to the Contract or to Work performed hereunder in any advertising or public relations materials without first obtaining the written approval of the Project Manager. All information shall be factual, and shall in no way imply that the City endorses the Contractor or its services or product.

2.9.2. The City shall have the right to photograph, videotape, film or in any other manner record the progress of the Work at any time and to use such materials for any purpose.

ARTICLE 3 DRAWINGS AND SPECIFICATIONS

3.1. Intent of Drawings and Specifications.

3.1.1. In the Drawings and Specifications, the City intends that the Contractor furnish all superintendence, labor, materials, tools, equipment, supplies, machinery and transportation necessary for the proper execution of the Work unless specifically noted otherwise. The Contractor shall do all the Work shown on the Drawings and described in the Specifications and all incidental Work reasonably necessary to complete the Project in a substantial and acceptable manner, and to complete fully the Work, ready for use, by the City. The Contractor shall complete all Work according to the Specifications and Drawings.

3.1.2. The Contract Documents are intended to be complementary, and Work called for on any Drawing and not mentioned in the Specifications, or Work described in the Specifications and not shown on any Drawing, is included under the Contract as if set forth in both the Specifications and Drawings.

3.1.3. Material and workmanship specified by the number, symbol, or title of a referenced

Revised November 17, 2015 Page 8 of 62 standard shall comply with the latest edition or revision thereof and any amendments or supplements thereto in effect on the date the bid is received except where a particular issue or edition of a publication is indicated. In case of a conflict between the Drawings, Specifications and the referenced standard, the more stringent shall govern, as determined by the Project Manager.

3.1.4. If labor, materials or equipment, although not described by the Drawings or Specifications, is required to successfully complete the Work and can reasonably be inferred by competent contractors by virtue of common knowledge or customary practice in the construction industry from the Contract Documents as being necessary to produce the intended result, the Contractor shall perform that work or provide the materials or equipment as if they were specified.

3.1.5. Contractor shall carefully study the Contract Documents and, if Contractor identifies any discrepancies found between the Drawings and Specifications and site conditions and any adjacent work on which the Work is dependent and any errors or omissions in the Drawings or Specifications, shall promptly notify the Project Manager of such discrepancies, errors, or omissions in writing, and any necessary changes shall be accomplished by issuance of an appropriate Change Order or Field Order. Any Work done by the Contractor after discovery of such discrepancies, errors or omissions prior to the issuance of a Change Order or Field Order is done at the Contractor's risk. In all cases, the Project Manager shall decide the intent of the Drawings and Specifications.

3.1.6. If the Contractor or any of its Subcontractors or Suppliers, knows or reasonably should know by virtue of common knowledge or customary practice in the construction industry that any of the Contract Documents are at variance with applicable laws, statutes, ordinances, building codes, or rules or regulations, in any respect, the Contractor shall promptly notify the Project Manager in writing, and any necessary changes shall be accomplished by issuance of an appropriate Change Order or Field Order. The Contractor shall assume full responsibility for, and shall bear all costs attributable to work performed by the Contractor or any Subcontractor prior to the issuance of a Change Order or Field Order when any of them know or reasonably should know that it is contrary to such laws, statutes, ordinances, building codes, rules or regulations.

3.1.7. The Contractor, before commencing work, shall verify all governing dimensions, and shall examine, to the extent reasonable, all adjoining work on which its Work is in any way dependent. No disclaimer of responsibility for defective or non-conforming adjoining work will be considered unless written notice of the same has been filed by the Contractor and agreed to in writing by the Project Manager before the Contractor begins any part of the affected Work.

3.1.8. The Contractor shall perform no portion of the Work at any time without Contract Documents or, where required, approved Drawings, Specifications, instructions, Shop Drawings, product data, or samples for such portion of the Work.

3.2. Copies of Drawings and Specifications Furnished.

The Project Manager will furnish to the Contractor copies of Drawings and Specifications of the Work at reproduction costs (including labor) or electronic copies of Drawings and Specifications in electronic form at no charge.

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3.3. Utilities.

3.3.1. Delays relating to relocation of utilities should be anticipated for Work on or involving City rights-of-way.

3.3.2. It is the Contractor’s responsibility to verify all locations of existing structures and utilities shown on the Drawings and to ascertain whether any other structures and utilities exist. The Drawings show available information on the location of existing underground, surface and overhead structures and utilities. However, the City does not guarantee the results of the investigations are accurate or complete.

3.4. Requests for Clarifications and Information.

3.4.1. The Contractor shall submit any requests for information or clarification of Drawings and Specifications to the Project Manager or to the person who has been designated by the Project Manager to receive such requests. When the City responds to such requests for information or clarification, it will issue a response which can consist of a written explanation with or without drawings or other information in the City’s sole discretion. Such requests and responses to such requests shall neither authorize nor constitute changes in the Contract Time or Contract Price. If the Contractor believes that the response to any request for information or clarification requires a change in Contract Time or Contract Price, it shall submit a Contractor Change Request in accordance with the Contract Documents.

3.4.2. The Contractor shall review and attempt to answer requests for information or clarification from its Subcontractors and Suppliers. Such requests shall be encompassed within the Contractor’s request for information or clarification by the Contractor to the Project Manager if the Contractor is unable to answer such requests.

3.5. Dimensions.

Figured dimensions shall govern over scaled dimensions.

3.6. Shop Drawings.

3.6.1. The Contractor shall provide Shop Drawings, settings, schedules, and such other Drawings as may be necessary for the prosecution of the Work in the shop and in the field as required by the Drawings, Specifications or Project Manager’s instructions.

3.6.2. The Contractor shall submit for approval three (3) reproducible copies of all Shop Drawings and descriptive data as applicable showing all features not fully detailed on the Specifications but essential for a completely coordinated installation. An additional copy shall be provided for each railroad company affected by the Work. The Contractor will correct errors in Shop Drawings as directed by the City.

3.6.3. The City’s approval of Shop Drawings indicates only that the type and kind of equipment and general method of construction or detailing are satisfactory and in general compliance with the Contract Documents and design concept of the Project.

The Contractor has the responsibility for incorporating into the Work satisfactory materials and equipment meeting the requirements of the Contract Documents, the proper dimensions, and the detailing of connections.

3.6.4. The Contractor may not construe such approval as a complete check and approval

Revised November 17, 2015 Page 10 of 62 does not indicate the waiver of any Contract requirement. Changes in the Work are authorized only by separate written Change Order.

3.7. Record Documents.

3.7.1. The Contractor shall keep one complete set of all Drawings and Specifications at the work site and available to the City and its representatives at all times.

3.7.2. The Contractor shall keep one record copy of all Amendments, Change Orders, Drawings, Field Orders, Shop Drawings and Specifications in good order.

3.7.3. The Contractor shall record any changes made during construction and any discrepancies between the Contract Documents and Work actually performed on the record copies (however minor or seemingly insignificant). The Contractor shall make a set of “Record Drawings” by marking this set of prints with all changes from the original Drawings as bid, including all Change Orders, alignment changes, depth changes of underground pipes and utilities, utility locations, and all other items that are not the same as originally drawn. The Contractor shall keep the Record Drawings up to date as the Project progresses. The Project Manager may require, as a condition of the approval of any progress payment, periodic inspection of the Record Drawings. The Contractor will deliver the Record Drawings to the Project Manager upon completion of the Project before Final Payment.

3.7.4. All Contract Documents are the property of the City and shall not be used by the Contractor for any purpose other than the Work to be performed under the Contract. At Final Acceptance, all Shop Drawings and Record Drawings, including all material in electronic format shall become the property of the City. The Contractor will be permitted to maintain a copy of the Drawings, Specifications and Shop Drawings as necessary to maintain a Contract record file.

3.7.5. The Contractor shall prepare and keep current a schedule of submittals that shall note all required submittals, submittal dates, required approval dates, and all required delivery dates.

3.8. Site Inspection & Differing Site Conditions.

3.8.1. Drawings and specifications defining the Work were prepared on the basis of interpretation by design professionals of information derived from investigations of the Work site. Such information and data are subject to sampling errors, and the interpretation of the information and data depends to a degree on the judgment of the design professional. Information about the degree of difficulty of the Work to be done cannot totally be derived from either the Drawings or Specifications or from the Project Manager. The Contractor shall not be entitled to an adjustment to the Contract Time or Contract Price for any condition that was or would have been evident at the time of a pre-bid site inspection. By executing the Contract, the Contractor represents that it has visited the site if and to the extent it believed necessary, familiarized itself with the location and conditions under which the Work is to be performed, and correlated its observations with the requirements of the Contract Documents.

3.8.2. The Contractor shall promptly, before such conditions are further disturbed, notify the Project Manager in writing of:

e) Subsurface or latent physical conditions at the Work site differing materially from

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f) Unknown physical conditions at the Work site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract.

3.8.3. Upon receipt of written notification from the Contractor of alleged differing site conditions, the City shall promptly investigate the conditions. If the City finds that the conditions materially differ and could not have been discovered, or reasonably inferred, from the Contract Documents or a thorough inspection of the Work site by the Contractor, and such conditions cause an increase or decrease in the Contractor’s cost of or the time required for performance of any related part of the Work under the Contract, an adjustment to the Contract Time or Contract Price, or both, may be made through a Change Order.

3.8.4. If the Contractor has not fully complied with the notice and submittal requirements of this section or any part of the General Conditions pertaining to Change Orders, with particular attention to not disturbing the site prior to allowing the City to investigate the conditions, the Contractor shall be deemed to have waived its right to assert a claim for differing site conditions.

3.8.5. No claim will be allowed under this section if Final Payment has been made.

3.9. Geotechnical and Other Design Professional Reports, Investigations & Tests.

3.9.1. The Contractor acknowledges that certain soils reports, borings, and other geotechnical data, more particularly described or referenced in the Specifications of the Contract, have been made available for inspection and review. The borings were made for the use of the City in the design of the Project and are not intended to be interpreted for use in temporary construction facilities designed by the Contractor.

3.9.2. The City in no way warrants the accuracy or reliability of said borings and other geotechnical data or of the data, information or interpretations contained in said soils reports, and is not responsible for any deduction, interpretation, or conclusion drawn therefrom by the Contractor. Said soil reports may contain interpretations by design professionals of borings and geotechnical data obtained at the Work site. Such borings and geotechnical data are subject to sampling errors, and any interpretations or conclusions based on such borings and data depend to a degree on the judgment of the design professionals.

3.9.3. The Contractor agrees that it will make no claims against the City if, in performing the Work, it finds that the actual conditions encountered do not conform to those indicated by said soil reports, borings and other geotechnical data, or those reasonably inferred therefrom or reasonably discoverable by a thorough inspection of the site by the Contractor.

ARTICLE 4 RIGHT-OF-WAY & ACCESS

4.1. Acquisition of Right-of-Way.

4.1.1. Before issuance of Notice to Proceed, the City shall obtain all land and right-of-way necessary for carrying out and completion of the Work to be performed pursuant to the Contract, unless otherwise mutually agreed.

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4.1.2. The City shall provide to the Contractor information that delineates and describes the lands owned and rights-of-way acquired, when necessary. The Contractor shall confine its operations within the areas designated by the Project Manager.

4.2. Access to Right-of-Way.

4.2.1. The City will make best efforts to provide right of access to all places necessary for the performance of the Work in a timely manner. The City will not be liable to Contractor for any delay in providing access for reasons outside the City’s control.

4.2.2. Nothing contained in the Contract shall give the Contractor exclusive occupancy of the area provided by the City. The City, other contractors of the City and utility companies may enter upon or occupy portions of the land furnished by the City for any purpose, but without unreasonably interfering with the completion of the Project. Joint occupancy or use of the territory shall not be the basis of any claim for delay or damages.

4.3. State Highway Right-of-Way.

If any part of the Project requires Work within the right-of-way of a roadway under the jurisdiction of the Colorado Department of Transportation (CDOT) the Contractor shall obtain the necessary permits from CDOT to perform such Work. The Contractor shall conform to all the requirements and restrictions indicated on the permit. The Contractor shall restore the area to its original condition, including reseeding if necessary, at the completion of the Project. The Contractor’s equipment shall not be stored on any traveled highway.

ARTICLE 5 CONTRACTOR’S GENERAL RESPONSIBILITIES

5.1. Contractor Performance.

5.1.1. The Contractor will perform the Work or cause the Work to be performed in a manner that is in compliance with the requirements of the Contract Documents. The Contractor shall perform the Work exactly as specified by the Contract Documents.

5.1.2. Unless otherwise provided in the Contract Documents, for the Unit Prices, the Contractor shall provide and pay for all labor, materials, equipment, tools, supplies, construction equipment and machinery, water, heat, electricity, energy, utilities, transportation, any temporary construction easements not provided by the City, apparatus, permits, superintendence, maintenance, dismantling, removal, and other facilities and services, necessary for the proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated into the Work.

5.1.3. The Contractor shall supervise and direct the Work using the Contractor’s best efforts, skill and attention.

5.1.4. The Contractor shall also supervise, direct and be responsible for all work performed by its Subcontractors, their agents and employees and other persons performing any of the Work under a contract with the Contractor, Subcontractors of any tier, or Suppliers of any tier.

5.1.5. The Contractor shall be solely responsible for all construction means, methods, safety, techniques, sequences and procedures unless otherwise specified in the Contract

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Documents.

5.1.6. When the work includes adjusting valve boxes, meter pits, manholes, pavement markings and/or striping, etc., the Contractor shall complete this work within ten (10) days of placing the final lift of asphalt.

5.2. Contractor’s Superintendent.

5.2.1. The Contractor shall designate a Superintendent to be its representative and have immediate charge of the Project. The Superintendent or his or her representative shall have the Contractor’s authority to act in its absence. The same person shall continue in the capacity of Superintendent until the Work has been completed unless the City requests that the Superintendent be replaced or the Superintendent ceases to be employed by the Contractor or becomes sick or disabled.

5.2.2. All directions and notice given to the Superintendent or his or her representative shall be considered given to the Contractor.

5.2.3. The Contractor shall keep the Project Manager informed, at all times, of the progress of the work and schedule of construction. The Superintendent or his or her representative shall have a radio, cell phone, or pager to be available to the Project Manager or any inspector as needed. The Project Manager may suspend operations at the Work site if the City cannot communicate with the Superintendent.

5.2.4. Any person employed on the Project who fails, refuses, or neglects to obey the Superintendent or his or her representative shall, upon the order of the Project Manager, be at once removed from the Project and not again employed on any part of the Project.

5.3. Subcontractors.

5.3.1. The Contractor may use the services of specialty Subcontractors on those parts of the Work which, under normal contracting practices, are performed by specialty Subcontractors.

5.3.2. The Contractor shall not sublet or subcontract any portion of the Work to be done under the Contract to any Subcontractor or Supplier not identified in the Bid until approval of such action has been obtained from the City. The City may disapprove of a Subcontractor for any reason deemed appropriate by the Project Manager, including without limitation:

a) Default on a contract within the last five (5) years;

b) Default on a contract that required that a surety complete the contract under payment or performance bonds issued by the surety;

c) Debarment within the last five (5) years by a public entity or any organization that has formal debarment proceedings;

d) Significant or repeated violations of Federal Safety Regulations (OSHA);

e) Failure to have the specific qualifications listed in the Contract Documents for the work that the Subcontractor will perform;

f) Failure to have the required City or Colorado licenses to perform the work

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g) Failure to pay workers the proper wage and benefits or to pay suppliers or subcontractors with reasonable promptness within the last five (5) years;

h) Conviction, plea of nolo contendere, entry into a formal agreement admitting guilt or entry of a plea of guilty or otherwise admitting culpability to criminal offenses of bribery, kickbacks, collusive bidding, bid-rigging, anti-trust, fraud, undue influence, theft, racketeering, extortion or any offense of a similar nature in connection with Subcontractor’s business, on the part of Subcontractor’s principal owners, officers, or employees, within the last five (5) years;

i) Failure to pay taxes or fees to the City;

j) Evidence that the Subcontractor was selected by the Contractor through the process of bid shopping, dishonesty or buyout.

Rejection or acceptance of any Subcontractor shall not create in that Subcontractor a right to any subcontract or the right to perform any portion of the Work, nor shall acceptance or rejection relieve the Contractor its responsibilities for the work of any Subcontractor.

5.3.3. The Contractor is fully responsible to the City for the acts and omissions of its Subcontractors, and of persons either directly or indirectly employed by them.

5.3.4. The action or omission of any Subcontractor in violation of this Contract or any subcontract will not relieve the Contractor from any obligation under this Contract or at law.

5.3.5. Nothing contained in the Contract or any exercise of rights under this Contract creates any contractual relationship or privity of contract tween any Subcontractor and the City.

5.3.6. The Contractor shall put appropriate provisions (including the indemnity and insurance provisions) in all Subcontracts relative to the Work to bind Subcontractors to the terms of the Contract insofar as applicable to the work of Subcontractors (even if not specifically required here), and to give the Contractor the same power to terminate any Subcontractor that the City may exercise over the Contractor.

5.3.7. The Contractor shall specifically stipulate in all Subcontractor or Supplier contracts and purchase order forms for all materials and systems that the guarantee period begins with the date of Substantial Completion. The Contractor shall, during the course of the Work, specifically instruct Subcontractors and Suppliers that all written guarantees, that are due to be submitted to the City, shall indicate the initiation of the guarantee period as being the date of Substantial Completion.

5.3.8. The Contractor shall make available to each proposed Subcontractor, before the execution of the subcontract, complete and accurate copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents.

Subcontractors shall similarly make copies of applicable portions of such documents available to their respective proposed Subcontractors.

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5.4. Workforce.

5.4.1. The Contractor shall assign an adequate number of qualified, competent workers to each task to complete the Work on schedule and in accordance with the Contract Documents.

5.4.2. If the City believes that the Work is not proceeding satisfactorily or may not be satisfactorily completed by the Completion Date, the Project Manager may, by letter to the Contractor, require the Contractor to submit a corrective action plan identifying steps to be taken, at no additional cost to the City, to raise the rate of progress to an acceptable level.

5.4.3. Competent personnel with experience and skills adequate for the assigned tasks are an absolute necessity for job safety and for the performance of quality work. The Contractor and any Subcontractor shall employ only foremen and workers skilled in the Work requiring special qualifications. The Contractor shall reassign or remove from the Project all personnel who are requested to be reassigned or removed by the Project Manager or who are incompetent, uncooperative, refuse to comply with safety requirements, or are otherwise unfit to perform the assigned task. No increase in Contract Time or Contract Price is authorized as a result of the City’s exercise of this section.

5.5. Work Performed Under Adverse Weather Conditions.

5.5.1. Adverse weather conditions are those that can, depending on the Work to be performed, cause defective Work. High or low temperatures, excessive moisture, or unusual drying conditions are examples.

5.5.2. Construction methods and practices that have been or may be developed for Work performed under such circumstances may only be used after the Project Manager has approved the concept of such method or practice.

5.5.3. If the Contractor does attempt Work during periods of adverse weather conditions without the Project Manager’s approval, that Work shall be at the Contractor’s sole risk.

5.6. Materials and Equipment Furnished by the Contractor.

5.6.1. Unless otherwise provided for in the Specifications, all workmanship, equipment, materials, and articles incorporated in the Project are to be new, suitable for the purpose used, of good quality, free from faults and defects and in conformance with the Contract Documents.

5.6.2. The Contractor further warrants that it has full title to all parts, materials, components, equipment, and other items conveyed to the City under the terms of the Contract, that its transfer of such title to the City is rightful and that all such parts, materials, components, equipment, and other items shall be transferred free and clear from all security interests, liens, claims, or encumbrances whatsoever. Materials, supplies, and equipment to be incorporated into the Project shall not be purchased by the Contractor or any Subcontractor subject to chattel mortgage or under a conditional sales contract or other agreement by which an interest is retained by the seller. The Contractor agrees to warrant and defend such title against all persons claiming the whole or any part thereof, at no cost to the City.

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5.6.3. The Contractor shall furnish the City, for the Project Manager’s approval, the name of the manufacturer of machinery and other equipment for materials the Contractor contemplates incorporating in the Project. The Contractor shall also furnish information on capacities, efficiencies, sizes, etc., and other information as may be required by the Project Manager. All items shall be labeled to indicate the Contract and Project name, Contractor, source of supply, and manufacturer and shall be submitted in sufficient time to permit proper consideration by the Project Manager without impacting the Construction Schedule.

5.6.4. The Contractor shall have available for use when needed all necessary construction machinery and equipment. Such machinery and equipment shall comply with all applicable federal, state and local safety requirements and be in good working condition, adequate for the task, and in the numbers needed to maintain a rate of progress sufficient to complete the Work within the Contract Time and milestones.

Whenever an operation is undertaken which must be accomplished without any slowdown or stoppage, or to avoid an inferior product, the Contractor shall provide standby equipment capability so that an equipment breakdown does not disrupt that activity.

5.6.5. The Contractor shall give the Project Manager three (3) copies of all shop manuals, operating manuals, parts lists, classifications, catalog cuts, specifications, warranties and guarantees for all equipment and machinery installed.

5.6.6. Consideration of a product as an “equal” by the Project Manager may require that the manufacturer of such product furnish guarantees that extend beyond the usual product warranty time. The refusal of a manufacturer to provide such guarantees is sufficient reason for rejecting the product.

5.6.7. The Contractor shall not incorporate any materials into the Project or cover any part of the Work until it has been inspected and approved according to the Contract Documents. Machinery, equipment, materials, and articles installed or used without the Project Manager’s approval are at the risk of subsequent rejection.

5.7. Substitution of Materials & Equipment.

5.7.1. After the award of the Contract, the Contractor may ask for substitution of specified material or equipment with equal or equivalent items only under the following circumstances: (i) The Contractor provides evidence to the Project Manager that, in the Project Manager’s sole opinion, establishes that an item of specified material is not available; (ii) the Contractor provides evidence to the Project Manager that, in the Project Manager’s sole opinion, establishes that the specified item will have an unreasonable delivery time due to no fault of the Contractor; or (iii) acceptance of such substitution would result in a significant saving to the City without materially impairing the quality or performance of the Work. If any of these circumstances exist, the Contractor shall request approval for a substitution at least thirty (30) days before the material or equipment must be ordered.

5.7.2. All requests for substitutions shall be made in writing as part of a submittal. The request shall describe all features of the requested substitution including any tie-in with other elements of the Work, including utilities and controls along with the size and capacity of substitute materials or equipment. The request must be submitted on a form provided by or otherwise acceptable to the Project Manager, and shall list all

Revised November 17, 2015 Page 17 of 62 differences from the product described in the Specifications, include the price of the specified item and the requested substitution, and describe any advantages or disadvantages of the proposed substitution. The Contractor shall be responsible for any effect upon related Work in the Project of any substitution and shall pay any additional cost resulting from or relating to any substitution.

5.7.3. If the “equal or equivalent” material or equipment costs less than that specified, the Contractor shall so state in its request for substitution and, if the City accepts the proposed substitution, it may issue a Change Order to reduce the Contract Price by the amount of the direct cost savings without markup to the Contractor.

5.7.4. If the equal or equivalent material or equipment is accepted for unavailability or unreasonable delivery time due to no fault of the Contractor, the City may, if appropriate, issue a Change Order to increase the Contract Price by the resulting actual, direct cost…