SAMPLE Contract for Construction.pdf

Contract for Construction [Title]

[Subject]

For [Subject] [Title]

THIS CONTRACT, made and entered on, _________________________ by and between the City of Brighton, Colorado, a Home Rule Municipality of the State of Colorado, hereinafter called the “City” or “Owner,” and [Company], a [Company Address] [Status], authorized to do business in the state of Colorado, hereinafter called the "Contractor." City and Contractor are each referred to herein as a “Party” and collectively, as the “Parties.”

WITNESSETH:

The Parties, in consideration of the mutual covenants and obligations herein expressed, together with other good and sufficient consideration, agree as follows:

ARTICLE 1 – WORK

Contractor shall furnish all labor, materials, and equipment and shall provide all services and work required by the Contract Documents (the “Work”) for the [Title], Project [Subject] (the “Project”). Contractor agrees to perform additional Work arising from changes ordered by the Owner or contract amendments ordered by the Owner pursuant to the Standard General Conditions of the Construction Contract (the “General Conditions”), attached hereto as Exhibit E and incorporated herein.

ARTICLE 2 – CONTRACT DOCUMENTS

“Contract Documents” means, to the extent such documents exist, the Solicitation, Detailed Scope, Work Schedule, Fee Schedule, Advertisement for Bids, Invitation to Bid, Instructions to Bidders, Request for Proposal, Contractor’s Proposal, Special Instructions, General Conditions, Performance Bond, Maintenance Bond, Labor and Material Payment Bond (the Performance Bond, Maintenance Bond, and Labor and Material Payment Bond are collectively referred to as the “Bonds”) and any Owner-issued Addendum, Appendices, this Agreement, Exhibits, Specifications, Construction Plans, List of Drawings, Drawings, Notice to Proceed, Change Orders, Contract Amendments, Notice of Completion, and all other documents identified in this Agreement that together form the contract between Owner and Contractor for the Work (the “Contract”). The Contract constitutes the complete agreement between Owner and Contractor and supersedes any previous agreements or understandings. Should there be any conflicts between or among the Contract Documents, the most beneficial to the City shall apply.

ARTICLE 3 – CONTRACT SUM & PAYMENT

A. The Owner shall pay to the Contractor for the satisfactory performance of the Contract, in current funds, the not to exceed sum of [Category] ($[Comments]) (the “Contract Sum”), billable according to Exhibit C, Fee Schedule attached hereto and incorporated herein, and at times and in the manner hereinafter provided. Based upon pay applications or invoices submitted to the City by the Contractor, the Owner shall make progress payments to the Contractor as follows: Monthly progress payment requests shall be remitted within thirty (30) days of issuance of payment applications by the contractor to the Owner. Five percent (5%) of each amount certified for payment shall be retained by the Owner until final payment if total contract value exceeds $150,000.00.

B. The City warrants that the amount of money appropriated for the payment agreed to in subsection 3.A above is equal to or in excess of the Contract Amount.

C. Upon the final review and approval of the Project by the City’s Project Manager, payment in full for satisfactory completion of said Project will be made by the Owner within thirty (30) days from receipt of an approved invoice issued in accordance with Exhibit C. The City's payment of the full Contract Amount constitutes Final Payment and signifies the City's Final Acceptance of the Work. Before the final invoice will be paid by the City, Contractor must supply a job cost detail report, including each subcontractor paid for the project, accompanied by lien waivers from each subcontractor. A blank lien waiver will be provided with this Contract.

ARTICLE 4 - NOTICE TO PROCEED, TIME OF COMPLETION

A. The Contractor agrees to communicate, with the City’s Project Manager, its efforts under this Contract within seven (7) working days after the receipt of this fully executed contract, as signed by the Contractor and the City of Brighton, to set up the Preconstruction Conference. No work shall commence until after the Preconstruction Conference. The Contractor agrees to complete all Work for the Project according to the General Conditions attached hereto and incorporated herein, not later than Click or tap to enter a date. set forth by Exhibit B, Work Schedule attached hereto and incorporated herein, and as required by all Contract and Solicitation Documents, as defined by Article 6 herein. The City’s Project Manager, [Manager], can be contacted via phone: Click or tap here to enter text. or email:

[Company E-mail].

B. A working day shall be any day except Saturdays and Sundays and legal holidays upon which the Contractor can physically and legally prosecute the Work. The Contractor shall not carry on the Work on Saturdays, Sundays or holidays unless previously arranged, except for pre-wetting, making emergency repairs and providing proper protection of the work. Saturdays, Sundays and holidays will not be counted as working days when the Contractor utilizes such days for construction work. Working days will not be counted when

[Subject] rain or muddy or frozen ground interferes with the Work. If the Work is delayed due to causes beyond the Contractor's control, working days will not be counted provided the Contractor notifies the City and produces satisfactory evidence that the delay was unavoidable and signs and dates the City's Standard Daily Construction log prepared by the City's project inspector.

ARTICLE 5 – LIQUIDATED DAMAGES

If Contractor fails to complete the Work by Click or tap to enter a date., Contractor shall pay Owner for any delayed day beyond the contract time, as liquidated damages and not as a penalty, the rate of $300 a day for the first seven (7) days, $500 a day for the next eight

(8) to 14 days, and $800 a day for 15 days or more. The Parties agree that if the Work is not completed within the Contract Time, Owner’s damages would be extremely difficult or impracticable to determine and that the aforesaid amounts are reasonable estimates of and reasonable sums for such damages. Owner may deduct any liquidated damages due from Contractor from any amounts otherwise due to Contractor under the Contract Documents. This provision shall not limit any right or remedy of Owner in the event of any other default of Contractor other than failing to complete the Work within the Contract Time.

ARTICLE 6 – PROJECT COMPLETION

A. Upon completion of the Project, Contractor shall file a written notice with the City’s Project Manager that the Work in the opinion of Contractor is complete. Within ten (10) days after the Contractor files said written notice, the City’s Project Manager and Contractor shall make a final inspection of the Project to determine whether all the Work has been completed in accordance with this Contract and the Contract Documents. A final list (the “Punch List”) will be made by the Owner in sufficient detail to fully inform Contractor of:

1. All Work to be completed, if any;

2. All Work that is not in compliance with this Contract, if any; and

3. All Work that is not satisfactory, for any reason, if any.

B. The Owner shall not authorize final payment of the Contract Amount until all items on the Punch List have been completed to the satisfaction of the Project Manager.

C. Contractor warrants and guarantees to the Owner that all Work, equipment, and materials to be furnished under this Contract and all documents incorporated herein are free from all defects in workmanship and materials. Contractor further guarantees and agrees to remedy all such defects and to replace at Contractor's expense, and at no expense to the Owner, any and all Work, labor, transportation, part or parts of the equipment or materials furnished under this Contract, and all documents incorporated herein, that are or become defective within two years after Final Acceptance by the Owner, as that term is defined herein. Contractor further warrants and guarantees that the plans and specifications incorporated herein are free of fault and defect sufficient for Contractor to warrant the Project

[Subject] and the Work after the Final Acceptance date. Should Contractor fail to proceed promptly in accordance with this guarantee, the Owner may have such work performed at the expense of the Contractor. This section does not relieve the Contractor from liability for defects which become known after two years.

D. If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Contract, the Owner shall thereupon have the right to terminate this Contract by giving written notice to Contractor of such termination and specifying the effective date thereof. Notwithstanding the above, Contractor shall not be relieved of liability to the Owner for damages sustained by the Owner by virtue of any breach of the Contract or any document incorporated herein.

ARTICLE 6 – SURETY

Sureties are defined by the bonds, attached hereto and incorporated as Exhibit D, when executed. Whenever the Owner terminates the Contract in accordance with the terms hereof, the applicable surety shall, within fifteen (15) consecutive days of said date of termination by Owner, notify the Owner in writing of its election to complete the Contract in accordance with its terms and conditions or notify the Owner that the surety elects not to complete the Contract in accordance with its terms and conditions or notify the Owner that the surety elects not to complete the Contract. If the surety fails to give the written notice so required within the said fifteen (15) consecutive day period, then it shall be deemed that the surety has elected not to complete the Contract.

1. Should the surety elect to complete the Contract, then it shall obtain a contractor, contract with such contractor on the basis of completing the Contract in accordance with its terms and conditions, and prosecute the work with due diligence. The surety shall be entitled to receive the benefits of the Contract at the time(s) set forth in the Contract, but not to exceed the surety's actual costs of completion or the Contract Sum, whichever is less. Any progress payments due but not paid at the date of termination shall be paid to Contractor and the surety, jointly; however, if there are other claims made to such funds, or any part thereof, the Owner shall be entitled to retain the same until legal release is furnished to Owner by surety.

2. In the event the surety elects not to complete the Contract, the Owner may then have the work completed in such means and in such manner, by contract with or without public letting, or otherwise, as it may deem advisable. The surety in such event shall at all times make available as work progresses under the contract between the Owner and its new contractor sufficient funds to pay the actual costs of the completion of the Contract according to the Owner’s and new contractor’s terms, but in no event shall the surety be responsible for the payment of any sums to the Owner until the Owner has paid in full the total obligation to be expended by it under the terms of the original Contract plus appropriate change orders if any.

[Subject]

(a) In the event the surety elects not to complete, it shall be responsible to the Owner for the payment of an amount equal to five (5) percent of the completion contract which has been executed between the Owner and its new Contractor, together with any and all other damages for which it is responsible under law, the Contract and the bond(s) furnished under the Contract. This figure represents liquidated damages for additional engineering and other services, and additional time expended by City personnel to complete the Contract, all of which is difficult to ascertain and impossible to account for. Such amount is fair, adequate, and satisfactory with the Parties contracting hereto.

3. The procedures set forth in this Contract shall apply should there be a default and termination or a succession of defaults and terminations in fulfilling the terms and conditions of work under this original Contract.

4. In the event there are negotiations between Contractor and/or the surety and the Owner subsequent to the date of termination, said Parties shall appoint a duly authorized representative with authority to represent them during the negotiation. All written communications and official discussions between the Parties shall be conducted by the duly authorized representatives.

ARTICLE 7 – INDEMNIFICATION

Contractor agrees to indemnify and hold harmless the City, and its officers and its employees, from and against any and all claims, demands, disputes, actions, suits, proceedings, judgments, damages, injuries, losses, liabilities, expenses, costs, fees, interest, fines, and penalties of whatever nature, character or description whether known or unknown, anticipated or unanticipated, fixed or contingent, now existing or which may hereafter accrue that arise out of or are connected with the Services and Work hereunder, to the extent such injury, loss, or damage or any portion thereof, is caused by, or claimed to be caused by, the negligent, reckless, or intentional act, omission, or error of Contractor or any subcontractor of Contractor, or any officer, employee, or agent of Contractor or any subcontractor, or any other person for whom Contractor is responsible (collectively, “Claims”). Contractor shall investigate, handle, respond to, and provide defense for and defend against any such Claims, and bear all costs and expenses related thereto, including court costs, attorneys’ fees, and expert costs. Contractor’s indemnification obligation shall not be construed to extend to any injury, loss or damage caused by the act, omission, or other fault of the City.

Contractor’s duty to indemnify the City shall arise at the time written notice of a Claim is first provided to the City regardless of whether claimant has filed suit on the claim.

Contractor’s duty to indemnify the City shall arise even if the City is the only party sued by claimant. Contractor shall keep the City informed and consult with the City in connection with the progress of any such Claim. Contractor shall not engage in any action or omit to take any action in connection with any Claim that would likely result in

[Subject] harm or have an adverse consequence to the City. The City shall have the right to participate in any settlement, compromise, and/or disposition of any Claim. The Contractor may retain counsel to defend against any Claims provided the Contractor may retain such counsel only upon prior written approval by the City, such approval not to be unreasonably withheld. If, in the City’s reasonable judgment, (i) a potential or actual conflict exists or arises between the interest of the City and the Contractor in any such Claim or (ii) the Contractor fails to diligently and fully perform its obligations under this Article 7, the City shall have the right to (i) retain its own counsel, whose reasonable fees and costs will be paid by the Contractor, to defend the Indemnified Parties and (ii) control the disposition of any Claim at the Contractor’s sole cost and expense.

Contractor’s indemnification obligation shall also include, but not be limited to, any claim made against City by: (1) Contractor’s employee, subconsultant or subcontractor who has been injured on property owned by the City; or (2) a third party claiming patent, copyright or trademark infringement.

ARTICLE 8 – INSURANCE

(a) Contractor agrees to procure and maintain in full force and effect during the term of the Agreement, at its own cost, the following coverages:

• Workers' Compensation insurance as required by the Labor Code of the

State of Colorado and Employers' Liability Insurance;

• Commercial General or Business Liability Insurance with minimum combined single limits of one million ($1,000,000) each occurrence and one million ($1,000,000) general aggregate;

• Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than one million ($1,000,000) for any one occurrence, with respect to each of Contractor's owned, hired or non-owned vehicles assigned to or used in performance of the Work. In the event that the Firms insurance does not cover non-owned automobiles, then the Consultant guarantees to the City that the requirements of this paragraph shall be met by each employee, subconsultant or other agent of Contractor who utilizes an automobile in providing services to the City of Brighton under this Agreement; and

• Contractor Liability Insurance with limits of liability of at least one million ($1,000,000) per claim and in the aggregate.

Subject to approval by the City, in the City’s sole and absolute discretion, evidence of qualified self-insured status may be substituted for one or more of the foregoing insurance coverages. The City shall be named as Additional Insured on the Commercial General Liability and Auto Liability policies, and for that purpose Contractor shall obtain and

[Subject] maintain, or cause to be obtained and maintained, any and all necessary policy endorsements, additional coverage documents, or other instruments or Certificates, such as will provide such insurance coverage to the City at all times during the Contractor’s performance of the Project. All Certificates of Insurance shall be submitted on an Acord 25-S form or most current industry standard form.

(b) Contractor shall cause any subconsultant or subcontractor of the Company to procure and maintain the minimum insurance coverages listed herein. Such coverages shall be procured and maintained with forms and insurers acceptable to the City of Brighton. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor in connection with providing any Work under this Agreement. In the case of any claims made, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

(c) A Certificate of Insurance shall be completed by Contractor 's insurance agent(s) as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the City prior to commencement of any Work under this Agreement. The Certificate of Insurance shall identify this Agreement and shall provide that the coverages afforded under the policies shall not be cancelled, non-renewed, or reduced in coverage or limits until at least thirty (30) days prior written notice has been given to the City. A current Certificate of Insurance shall be kept on file with the Procurement & Contracts Division at all times. Please send updated certificates to procurement@brightonco.gov.

(d) Contractor’s failure to procure or maintain insurance policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of this Agreement upon which the City may immediately terminate this Agreement.

Alternatively, in its sole discretion, the City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the City shall be repaid by Contractor to the City upon demand, or the City may offset the cost of the premiums against any monies due to Contractor under this Agreement, or any other agreement between the City and Contractor.

(e) The City reserves the right to request and receive a copy of any endorsement required to comply with the above requirements. Contractor agrees to execute any and all documents necessary to allow the City access to endorsements pertaining to this Project.

ARTICLE 9 – NOTICE

mailto:procurement@brightonco.gov

[Subject]

All notices provided under this Agreement shall be effective upon transmission by electronic mail, provided the sender does not receive an error in transmission, at the following addresses:

If to Contractor: If to City:

500 S 4th Ave Brighton, CO 80601

Click or tap here to enter text. Click or tap here to enter text.

Click or tap here to enter text. Click or tap here to enter text.

Click or tap here to enter text. procurement@brightonco.gov

ARTICLE 10 - LAW AND SEVERABILITY

The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Contract. The Parties hereby consent that the exclusive venue for any legal actions related to this Contract shall be in the District Court of Adams County, Colorado, irrespective of any conflicts of law. In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Contract.

ARTICLE 11 – AGREEMENT

This Contract shall be binding upon the heirs, executors, administrators, successors, and assigns of each of the Parties hereto. If any provisions of this Contract or performance by Contractor under the Contract are the subject of legal action, the City is entitled to seek recovery of its attorney’s fees, costs, and expert witness fees.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

mailto:procurement@brightonco.gov

[Subject]

Exhibit A Detailed Scope

[Subject]

Exhibit B Work Schedule

Work shall commence pursuant to Article 4 of the Agreement and shall complete on or before Click or tap to enter a date..

[Subject]

Exhibit C Fee Schedule

All invoices or pay applications shall be sent no more frequently than once per month, payable Net 30, to the following email address: [Company E-mail]. The Owner shall pay monthly invoices within thirty (30) days from receipt of an approved invoice.

In consideration for the work performed as outlined in Exhibit A, payment will be made using the following not to exceed sum: [Category] ($[Comments]).

[Subject]

Exhibit D Executed Bonds

Refer to the attached executed bonds.

[Subject]

Exhibit E Standard General Conditions of the Construction Contract

Refer to the attached.

10.11.2024

STANDARD GENERAL CONDITIONS OF THE

CONSTRUCTION CONTRACT

STANDARD GENERAL CONDITIONS OF THE

CONSTRUCTION CONTRACT

TABLE OF CONTENTS

ARTICLE 1- DEFINITIONS

ARTICLE 2 - PRELIMINARY MATTERS

2.1. Before Starting Construction or Work

2.2. Preconstruction Conference

2.3. Initially Acceptable Schedules

ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE

3.1. Intent

3.2. Reference to Standards and Specifications of Technical Societies; Reporting and

Resolving Discrepancies

3.3. Review or Judgement of Design Professional

3.4. Amending Contract Documents

3.5. Supplementing Contract Documents

3.6. Reuse of Documents

ARTICLE 4 - AVAILABILITY OF LANDS;

SUBSURFACE AND PHYSICAL CONDITIONS; REFERENCE POINT

4.1. Availability of Lands

4.2. Subsurface and Physical Conditions

4.3. Physical Conditions—Underground Facilities

4.4. Reference Points

4.5. Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material

ARTICLE 5 - CONTRACTOR'S RESPONSIBILITIES

5.1. Supervision and Superintendence

5.2. Labor, Materials and Equipment

5.3. Progress Schedule

5.4. Substitutes and “Or-Equal” Items

5.5. Concerning Subcontractors, Suppliers and Others

5.6. Patent Fees and Royalties

5.7. Permits

5.8. Laws and Regulations:

5.9. Taxes

5.10. Use of Premises

5.11. Record Documents

5.12. Safety and Protection

5.13. Safety Representative

5.14. Hazard Communication Programs

5.15. Emergencies

5.16. Shop Drawings and Samples

5.17. Submittal Procedures

5.18. Continuing the Work

5.19. Contractor's General Warranty and Guarantee

5.20. Indemnification

ARTICLE 6 - OTHER WORK

6.1. Related Work at Site

6.2. Coordination

ARTICLE 7 - CITY'S RESPONSIBILITIES

7.1. Communications

7.2. Substitute Design Professional

7.3. Lands

7.4. Change Orders

7.5. Inspections, Tests, Approvals

7.6. Limitations on City's Authority and Responsiblities

7.7. Contaminants

7.8. Financial Arragements

ARTICLE 8 - DESIGN PROFESSIONAL'S STATUS DURING CONSTRUCTION

9.1. City’s Representative:

9.2 Visits to Site

9.3 Project Representative

9.4 Clarifications and Interpretations

9.5 Authorized Variations in Work

9.6 Rejecting Defective Work

9.7. Shop Drawings, Change Orders and Payments

9.8. Determinations for Unit Prices

9.9. Decisions on Disputes

9.10. Limitations on Design Professional's Authority and Responsibilities

ARTICLE 9 - CHANGES IN THE WORK

9.1. Authority to Approve Changes

9.2 City may Order Changes

9.3 Limits on Increases in Price or Time

9.4 Change Orders

9.5 Notice to Surety

9.6 Limitations on Change Orders, Generally

9.10. Limitations on ENGINEER’s Authority and Responsibilities

ARTICLE 10 - CHANGES IN THE CONTRACT PRICE

10.1. Contract Price

10.2. Claim for Change

10.3. Determination of Value Work

10.4. Cost of the Work

10.5. Cost of the Work Not to Include

10.6. Contractor's Fee

10.7. Cost Records

10.8. Cash Allowance

10.9. Unit Price Work

ARTICLE 11 - CHNAGES OF CONTRACT TIMES

11.1. Claim for Change to the Contract Times

11.2. Time of the Essence

11.3. Delay

11.4. Sole Remedy …………………………………………………………………………………………………………………………….

ARTICLE 12 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR

ACCEPTANCE OF DEFECTIVE WORK

12.1. Notice of Defects

12.2. Access to the Work

12.3. Tests and Inspections

12.4. Uncovering Work

12.5. City May Stop the Work

12.6. Correction or Removal of Defective Work

12.7. Correction Period

12.8. Acceptance of Defective Work

12.9. City May Correct Defective Work

ARTICLE 13 - PAYMENTS TO CONTRACTORS AND COMPLETION

13.1. Schedule of Values

13.2. Application for Progress Payment

13.3. Contractor's Warranty of Title

13.4. Review of Applications for Progress Payment

13.5. Substantial Completion

13.6. Partial Utilization

13.7. Final Inspection

13.8. Final Application for Payment

13.9. Final Payment and Acceptance

ARTICLE 14 - SUSPENSION OF WORK AND TERMINATION

14.1. City May Suspend Work

14.2. City May Terminate

14.3. Contractor May Stop Work or Terminate

ARTICLE 1 - DEFINITIONS

Wherever used in these General Conditions or in the other Contract Documents the following terms have the meanings indicated which are applicable to both the singular and plural thereof:

1.1. Addenda—Written or graphic instruments issued prior to the opening of Bids that clarify, correct or change the Bidding Requirements or the Contract Documents.

1.2. Contract—The written document between City and Contractor covering the Work to be performed; other Contract Documents are attached to the Contract and incorporated therein by reference.

1.3. Application for Payment—The City approved form accepted by Design

Professional that is to be used by Contractor in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents.

1.4. Asbestos—Any material that contains more than one percent (1%) asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the

United States Occupational Safety and Health Administration.

1.5. Bid—The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed.

1.6. Bidding Documents—The advertisement or invitation to Bid, instructions to bidders, the Bid form, and the proposed Contract Documents (including all Addenda issued prior to receipt of Bids).

1.7. Bidding Requirements—The advertisement or invitation to Bid, instructions to bidders, and the Bid form.

1.8. Bonds—A form of financial surety as defined in solicitation. Performance and Payment bonds and other instruments of security.

1.9. Change Order—A document, submitted by any party, requesting an addition, deletion, or revision in the Work, or an adjustment in the Contract Price or the Contract Term, issued on or after the Effective Date of the Contract.

1.10. City—The City of Brighton

1.11. Contract Documents—The Agreement, Addenda (that pertain to the Contract

Documents), Solicitation, Detailed Scope, Contractor's Bid (including documentation accompanying the Bid and any post Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Contract, the Notice to Proceed, the Bonds, these General Conditions, the

Supplementary Conditions, the Specifications and the Drawings as the same are more specifically identified in the Contract, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders and Design Professional's written interpretations and clarifications issued pursuant to paragraphs

3.4., 3.5.1., and 3.5.3. on or after the Effective Date of the Contract. Shop Drawing submittals approved pursuant to paragraphs 5.17.4. and 5.17.5. and the reports and drawings referred to in paragraphs 4.2.1.1. and 4.2.1.2. are not Contract Documents.

1.12. Contract Price— The price payable to the successful/selected bidder as specified in the Contract, subject to such additions and adjustments thereto or deductions there from, as may be made pursuant to the Contract (subject to the provisions of paragraph 10.9.1. in the case of Unit

Price Work.

1.13. Contract Term—The numbers of days or the dates stated in the Contract to achieve

Substantial Completion.

1.14. Contractor—The person, firm or corporation with whom City has entered into the

Contract.

1.15. Defective—An adjective that when modifying the word Work refers to Work that is unsatisfactory, faulty or deficient; Work that does not conform to the Contract Documents; Work that does not meet the requirements of any inspection, reference standard, test or approval referred to in the Contract Documents; or Work that has been damaged prior to Design Professional's recommendation of final payment (unless responsibility for the protection thereof has been assumed by City at Substantial Completion in accordance with paragraph 13.5. or 13.6.).

1.16. Design Professional—The person, firm or corporation named as such in the Contract.

1.17. Design Professional's Consultant—A person, firm or corporation having a contract with Design Professional to furnish services as Design Professional's independent professional associate or consultant with respect to the Project and who is identified as such in the

Supplementary Conditions.

1.18. Drawings—The drawings, which are synonymous with construction plans, that show the scope, extent and character of the Work to be furnished and performed by Contractor and that have been prepared or approved by Design Professional and are referred to in the Contract

Documents. Shop drawings are not Drawings as so defined.

1.19. Effective Date of the Contract—The date indicated in the Contract on which it becomes effective, but if no such date is indicated it means the date on which the Contract is signed and delivered by the last of the two parties to sign and deliver.

1.20. Field Order—A written order issued by Design Professional that orders minor changes in the Work in accordance with paragraph 8.5. but that does not involve a change in the

Contract Price or the Contract Term.

1.21. Hazardous Waste—The term Hazardous Waste shall have the meaning provided in

Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time.

1.22. Laws and Regulations; Laws or Regulations—Any and all applicable laws, rules, regulations, ordinances, codes and orders of any and all governmental bodies, agencies, authorities and courts having jurisdiction.

1.23. Liens—Liens, charges, security interests or encumbrances upon real property or personal property.

1.24. Milestone—A principal event specified in the Contract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work.

1.25. Notice of Award—The written notice by City to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified, City will sign and deliver the Contract.

1.26. Notice to Proceed—A written notice given by City to Contractor (with a copy to

Design Professional) fixing the date on which the Contract Term will commence to run and on which Contractor shall start to perform Contractor's obligations under the Contract Documents.

1.27. Official Holidays— New Year’s Day, Martin Luther King Day, President’s Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after

Thanksgiving Day, Christmas Eve Day, Christmas Day.

1.28. Partial Utilization—Use by City of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work.

1.29. PCBs—Polychlorinated biphenyls.

1.30. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Wastes and crude oils.

1.31. 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.

1.32. Radioactive Material—Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time.

1.33. Regular Working Hours— The authorized working hours to be defined by City’s project manager.

1.34. Resident Project Representative—The authorized representative of Design

Professional who may be assigned to the site or any part thereof.

1.35. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged.

1.36. Shop Drawings—All drawings, diagrams, illustrations, schedules and other data or information that are specifically prepared or assembled by or for Contractor and submitted by

Contractor to illustrate some portion of the Work.

1.37. Specifications—Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto.

1.38. Subcontractor—An individual, firm or corporation having a direct contract with

Contractor or with any other Subcontractor for the performance of a part of the Work at the site.

1.39. Substantial Completion—The Work (or a specified part thereof) has progressed to the point where, in the opinion of Design Professional as evidenced by Design Professional's definitive certificate of Substantial Completion, it is sufficiently complete, in accordance with the

Contract Documents, so that the Work (or specified part) can be utilized for the purposes for which it is intended; or if no such certificate is issued, when the Work is complete and ready for final payment as evidenced by Design Professional's written recommendation of final payment in accordance with paragraph 13.9.1. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof.

1.40. Supplementary Conditions—The part of the Contract Documents that amends or supplements these General Conditions.

1.41. Supplier—A manufacturer, fabricator, supplier, distributor, materialman or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or any Subcontractor.

1.42. Underground Facilities—All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels or other such facilities or attachments, and any encasements containing such facilities that have been installed underground to furnish any of the following services or materials:

electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, sewage and drainage removal, traffic or other control systems or water.

1.43. Unit Price Work—Work to be paid for on the basis of unit prices.

1.44. Work—The entire completed construction or the various separately unidentifiable parts thereof required to be furnished under the Contract Documents. Work includes and is the result of performing or furnishing labor and furnishing and incorporating materials and equipment into the construction, and performing or furnishing services and furnishing documents, all as required by the Contract Documents.

1.45. Work Change Directive—A written directive to Contractor, issued on or after the

Effective Date of the Contract and approved by City and recommended by Design Professional, ordering an addition, deletion or revision in the Work, or responding to differing or unforeseen physical conditions under which the Work is to be performed as provided in paragraph 4.2. or 4.3.

or to emergencies under paragraph 5.15. A Work Change Directive will not change the Contract

Price or the Contract Term, but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change

Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract

Term as provided in paragraph 9.5.

1.46. Contract Amendment—A written amendment of the Contract Documents, signed by City and Contractor on or after the Effective Date of the Contract and normally dealing with the non-engineering or non-technical rather than strictly construction-related aspects of the

Contract Documents.

ARTICLE 2 - PRELIMINARY MATTERS

2.1. Before Starting Construction or Work:

2.1.1. Before undertaking the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements. Contractor shall promptly report in writing to Design

Professional any conflict, error, ambiguity or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Design Professional before proceeding with any Work affected thereby; however, Contractor shall not be liable to City or Design Professional for failure to report any conflict, error, ambiguity or discrepancy in the Contract Documents, unless Contractor knew or reasonably should have known thereof.

2.1.2. Contractor shall submit to Design Professional and the City for review:

2.1.2.1. a preliminary progress schedule indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Contract Documents;

2.1.2.2. a preliminary schedule of Shop Drawing and Sample submittals that will list each required submittal and the times for submitting, reviewing and processing such submittal;

2.1.2.3. a preliminary schedule of values for all of the Work that will include quantities and prices of items aggregating the Contract Price and will subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work;

2.1.2.4 a cash flow distribution schedule to be approved by City and Design Professional.

2.1.3. Before any Work at the site is started, Contractor shall deliver to City, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance that Contractor is required to purchase and maintain in accordance with paragraph 5.3.

2.2. Preconstruction Conference: Within twenty days after the Contract Times start to run, but before any Work at the site is started, a conference attended by Contractor, Design

Professional and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in paragraph 2.1.2., procedures for handling Shop Drawings and other submittals, processing Applications for Payment and maintaining required records.

2.3. Initially Acceptable Schedules: Unless otherwise provided in the Contract

Documents, at least ten days before submission of the first Application for Payment a conference attended by Contractor, Design Professional and others as appropriate will be held to review for acceptability to Design Professional as provided below the schedules submitted in accordance with paragraph 2.1.2. Contractor shall have an additional ten days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until the schedules are submitted to and acceptable to Design Professional as provided below. The progress schedule will be acceptable to Design Professional as providing an orderly progression of the Work to completion within any specified Milestones and the Contract Term, but such acceptance will neither impose on Design Professional responsibility for the sequencing, scheduling or progress of the Work nor interfere with or relieve Contractor from Contractor's full responsibility therefor. Contractor's schedule of Shop Drawing and Sample submissions will be acceptable to Design Professional as providing a workable arrangement for reviewing and processing the required submittals. Contractor's schedule of values will be acceptable to Design

Professional as to form and substance.

ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE

3.1. Intent:

3.1.1. The Contract Documents comprise the entire Contract between City and

Contractor concerning the Work. The Contract Documents are complementary; what is called for by one is as binding as if called for by all. The Contract Documents will be construed in accordance with the laws of the State of Colorado.

3.1.2. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract

Documents. Any Work, materials or equipment that may reasonably be inferred from the

Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be furnished and performed whether or not specifically called for.

When words or phrases that have a well-known technical or construction industry or trade meaning are used to describe Work, materials or equipment, such words or phrases shall be interpreted in accordance with that meaning. Clarifications and interpretations of the Contract Documents shall be issued by Design Professional as provided in paragraph 8.4.

3.2. Reference to Standards and Specifications of Technical Societies; Reporting and

Resolving Discrepancies:

3.2.1. Reference to standards, specifications, manuals or codes of any technical society, organization or association, or to the Laws or Regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard, specification, manual, code or Laws or Regulations in effect at the time of opening of Bids (or, on the Effective Date of the Contract if there were no Bids), except as may be otherwise specifically stated in the Contract Documents.

3.2.2. If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity or discrepancy within the Contract Documents or between the Contract

Documents and any provision of any such Law or Regulation applicable to the performance of the Work or of any such standard, specification, manual or code or of any instruction of any Supplier referred to in paragraph 5.2.3., Contractor shall report it to Design

Professional and City in writing at once, and, Contractor shall not proceed with the Work affected thereby (except in an emergency as authorized by paragraph 5.15.) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in paragraph 3.4. or 3.5.; provided, however, that Contractor shall not be liable to City or Design Professional for failure to report any such conflict, error, ambiguity or discrepancy unless Contractor knew or reasonably should have known thereof.

3.2.3. The provisions of the Construction Contract shall supersede any conflicting provisions of any other Contract Document. The provisions of the Specifications and

Drawings, if any, shall supersede any conflicting provisions of any other Contract

Document except the Construction Contract. The provisions of the Supplementary

Conditions shall supersede any conflicting provisions of any other Contract Document, except the provisions of the Construction Contract or the Specifications and Drawings.

3.2.4. Except as otherwise specifically stated in the Contract Documents or as may be provided by amendment or supplement thereto issued by one of the methods indicated in paragraph 3.4. or 3.5. the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity or discrepancy between the provisions of the

Contract Documents and:

3.2.4.1. the provisions of any such standard, specification, manual, code or instruction (whether or not specifically incorporated by reference in the Contract

Documents); or

3.2.4.2. the provisions of any such Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the

Contract Documents would result in violation of such Law or Regulation).

No provision of any such standard, specification, manual, code or instruction shall be effective to change the duties and responsibilities of City, Contractor, or Design

Professional, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents, nor shall it be effective to assign to City, Design

Professional or any of Design Professional's Consultants, agents or employees any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of paragraph 8.10 or any other provision of the Contract Documents.

3.3. Review or Judgment of Design Professional:

Whenever in the Contract Documents the terms "as ordered," "as directed," "as required," "as allowed," "as approved" or terms of like effect or import are used, or the adjectives "reasonable,"

"suitable," "acceptable," "proper" or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judgment of Design Professional as to the Work, it is intended that such requirement, direction, review or judgment will be solely to evaluate, in general, the completed Work for compliance with the requirements of and information in the

Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effective to assign to Design Professional any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of paragraph 9.10 or any other provision of the Contract Documents.

3.4. Amending Contract Documents: The Contract Documents may be amended to provide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways:

3.4.1. a formal Written Amendment,

3.4.2. a Change Order (pursuant to paragraph 9.4), or

3.4.3. a Work Change Directive (pursuant to paragraph 9.2).

3.5. Supplementing Contract Documents: In addition, the requirements of the Contract

Documents may be supplemented, and minor variations and deviations in the Work may be authorized, in one or more of the following ways:

3.5.1. a Field Order (pursuant to paragraph 8.5),

3.5.2. Design Professional's approval of a Shop Drawing or Sample (pursuant to paragraphs 5.17.4. and 5.17.5.), or

3.5.3. Design Professional's written interpretation or clarification (pursuant to paragraph 9.4).

3.6. Reuse of Documents: Contractor, and any Subcontractor or Supplier or other person or organization performing or furnishing any of the Work under a direct or indirect contract with

City (i) shall not have or acquire any title to or Ownership rights in any of the Drawings, Specifications or other documents (or copies of any thereof) prepared by or bearing the seal of

Design Professional or Design Professional's Consultant, and (ii) shall not reuse any of such

Drawings, Specifications, other documents or copies on extensions of the Project or any other project without written consent of City and Design Professional and specific written verification or adaption by Design Professional.

ARTICLE 4 - AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL

CONDITIONS; REFERENCE POINTS

4.1. Availability of Lands: City shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be performed, rights-of-way and easements for access thereto, and such other lands that are designated for the use of Contractor. City shall identify any encumbrances or restrictions not of general application but specifically related to use of lands so furnished with which Contractor will have to comply in performing the Work. Easements for permanent structures or permanent changes in existing facilities will be obtained and paid for by

City, unless otherwise provided in the Contract Documents. If Contractor and City are unable to agree on entitlement to or the amount or extent of any adjustments in the Contract Price or the

Contract Term as a result of any delay in City's furnishing these lands, rights-of-way or easements, Contractor may make a claim therefor as provided in Articles 10 and 11., shall provide for all additional lands and access…