SC9.1 DB GMP Agrmt Gen Cond R1-2024.pdf

SC-9.1

Rev. 01/2024

STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

STATE BUILDINGS PROGRAM

THE GENERAL CONDITIONS OF THE DESIGN/BUILD GUARANTEED MAXIMUM

PRICE (GMP) AGREEMENT

(STATE FORM SC-9.1)

Rev. 01/2024 TOC

STATE OF COLORADO

THE GENERAL CONDITIONS OF THE DESIGN /BUILD GUARANTEED MAXIMUM PRICE AGREEMENT

TABLE OF CONTENTS ........................................................................................................................ Page

1 ARTICLE 1 DEFINITIONS

1.1 CONTRACT DOCUMENTS

1.2 DEFINITIONS OF WORDS AND TERMS USED

2 ARTICLE 2 EXECUTION, CORRELATION, INTENT OF DOCUMENTS, COMMUNICATION AND

COOPERATION

2.1 EXECUTION

2.2 CORRELATION

2.3 INTENT OF DOCUMENTS

2.4 PARTNERING, COMMUNICATIONS AND COOPERATION

3 ARTICLE 3 COPIES FURNISHED

4 ARTICLE 4 OWNERSHIP OF DRAWINGS

5 ARTICLE 5 DESIGN BUILD ENTITY’S ARCHITECT/ENGINEER’S STATUS

6 ARTICLE 6 DESIGN BUILD ENTITY’S ARCHITECT/ENGINEER DECISIONS AND JUDGMENTS, ACCESS TO

WORK AND INSPECTION

6.1 DECISIONS

6.2 JUDGMENTS

6.3 ACCESS TO WORK

6.4 INSPECTION

7 ARTICLE 7 DESIGN/BUILD ENTITY’S SUPERINTENDENCE AND SUPERVISION

8 ARTICLE 8 MATERIALS AND EMPLOYEES

9 ARTICLE 9 SURVEYS, PERMITS, LAWS, TAXES AND REGULATIONS

9.1 SURVEYS

9.2 PERMITS AND LICENSES

9.3 TAXES

9.4 LAWS AND REGULATIONS

10 ARTICLE 10 PROTECTION OF WORK AND PROPERTY

10.1 GENERAL PROVISIONS

10.2 SAFETY PRECAUTIONS

10.3 EMERGENCIES

11 ARTICLE 11 DRAWINGS AND SPECIFICATIONS ON THE WORK

12 ARTICLE 12 REQUESTS FOR INFORMATION AND SCHEDULES

12.1 DETAIL DRAWINGS AND INSTRUCTIONS

12.2 SCHEDULES

13 ARTICLE 13 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

13.1 SUBMITTAL PROCESS

13.2 FABRICATION AND ORDERING

13.3 DEVIATIONS FROM DRAWINGS OR SPECIFICATIONS

13.4 DESIGN/BUILD ENTITY REPRESENTATIONS

14 ARTICLE 14 SAMPLES AND TESTING

14.1 SAMPLES

14.2 TESTING - GENERAL

14.3 TESTING - CONCRETE AND SOILS

14.4 TESTING - OTHER

15 ARTICLE 15 SUBCONTRACTS, CONSULTANTS AND SUBCONSULTANTS

15.1 CONTRACT PERFORMANCE OUTSIDE THE UNITED STATES OR COLORADO

15.2 SUBCONTRACTOR PREQUALIFICATION

15.3 SUBCONTRACTOR PROPOSALS

15.4 SUBCONTRACT FORMS

15.5 SUBCONTRACTOR SUBSTITUTION

15.6 DESIGN/BUILD ENTITY RESPONSIBLE FOR SUBCONTRACTORS

16 ARTICLE 16 RELATIONS OF DESIGN/BUILD ENTITY AND SUBCONTRACTOR

17 ARTICLE 17 MUTUAL RESPONSIBILITY OF CONTRACTORS

18 ARTICLE 18 SEPARATE CONTRACTS

19 ARTICLE 19 USE OF PREMISES

20 ARTICLE 20 CUTTING, FITTING OR PATCHING

21 ARTICLE 21 UTILITIES

21.1 TEMPORARY UTILITIES

21.2 PROTECTION OF EXISTING UTILITIES

21.3 CROSSING OF UTILITIES

22 ARTICLE 22 UNSUITABLE CONDITIONS

23 ARTICLE 23 TEMPORARY FACILITIES

23.1 OFFICE FACILITIES

23.2 TEMPORARY HEAT

23.3 WEATHER PROTECTION

23.4 DUST PARTITIONS

23.5 BENCH MARKS

23.6 SIGN

23.7 SANITARY PROVISION

24 ARTICLE 24 CLEANING UP

25 ARTICLE 25 INSURANCE

25.1 GENERAL

25.2 COMMERCIAL GENERAL LIABILITY INSURANCE (CGL)

25.3 AUTOMOBILE LIABILITY INSURANCE

25.4 WORKERS' COMPENSATION INSURANCE

25.5 UMBRELLA LIABILITY INSURANCE

25.6 BUILDER’S RISK INSURANCE

25.7 PROFESSIONAL ERRORS AND OMISSIONS LIABILITY INSURANCE

25.8 POLLUTION LIABILITY INSURANCE

25.9 ADDITIONAL MISCELLANEOUS INSURANCE PROVISIONS

26 ARTICLE 26 DESIGN/BUILD ENTITY’S PERFORMANCE AND PAYMENT BONDS

27 ARTICLE 27 LABOR AND WAGES

27.1 LABOR

27.2 COLORADO WAGES

28 ARTICLE 28 ROYALTIES AND PATENTS

29 ARTICLE 29 ASSIGNMENT

30 ARTICLE 30 CORRECTION OF WORK BEFORE ACCEPTANCE

31 ARTICLE 31 APPLICATIONS FOR PAYMENTS

31.1 DESIGN/BUILD ENTITY’S SUBMITTALS

31.2 DESIGN BUILD ENTITY’S ARCHITECT/ENGINEER CERTIFICATION

31.3 RETAINAGE WITHHELD

31.4 RELEASE OF RETAINAGE

32 ARTICLE 32 CERTIFICATES FOR PAYMENTS

33 ARTICLE 33 PAYMENTS WITHHELD

34 ARTICLE 34 DEDUCTIONS FOR UNCORRECTED WORK

35 ARTICLE 35 CHANGES IN THE WORK

35.1 THE VALUE OF CHANGED WORK

35.2 DETAILED BREAKDOWN

35.3 HAZARDOUS MATERIALS

35.4 EMERGENCY FIELD CHANGE ORDERED WORK

35.5 APPROPRIATION LIMITATIONS - C.R.S. § 24-91-103.6, as amended

36 ARTICLE 36 CLAIMS

37 ARTICLE 37 DIFFERING SITE CONDITIONS

37.1 NOTICE IN WRITING

37.2 LIMITATIONS

38 ARTICLE 38 DELAYS AND EXTENSIONS OF TIME

39 ARTICLE 39 NON-BINDING DISPUTE RESOLUTION – FACILITATED NEGOTIATIONS

40 ARTICLE 40 RIGHT OF OCCUPANCY

41 ARTICLE 41 COMPLETION, FINAL INSPECTION, ACCEPTANCE AND SETTLEMENT

41.1 NOTICE OF COMPLETION

41.2 FINAL INSPECTION

41.3 NOTICE OF SUBSTANTIAL COMPLETION

41.4 NOTICE OF ACCEPTANCE

41.5 SETTLEMENT

42 ARTICLE 42 GENERAL WARRANTY AND CORRECTION OF WORK AFTER ACCEPTANCE

43 ARTICLE 43 LIENS

44 ARTICLE 44 ONE-YEAR GUARANTEE AND SPECIAL GUARANTEES AND WARRANTIES

44.1 ONE-YEAR GUARANTEE OF THE WORK

44.2 SPECIAL GUARANTEES AND WARRANTIES

45 ARTICLE 45 GUARANTEE INSPECTIONS AFTER COMPLETION

46 ARTICLE 46 TIME OF COMPLETION AND LIQUIDATED DAMAGES

47 ARTICLE 47 DAMAGES

48 ARTICLE 48 STATE’S RIGHT TO DO THE WORK; TEMPORARY SUSPENSION OF WORK; DELAY

DAMAGES 53

48.1 STATE’S RIGHT TO DO THE WORK

48.2 TEMPORARY SUSPENSION OF WORK

48.3 DELAY DAMAGES

49 ARTICLE 49 STATE’S RIGHTS TO TERMINATE CONTRACT

49.1 GENERAL

49.2 CONDITIONS AND PROCEDURES

49.3 ADDITIONAL CONDITIONS

50 ARTICLE 50 TERMINATION FOR CONVENIENCE OF STATE

50.1 NOTICE OF TERMINATION

50.2 PROCEDURES

51 ARTICLE 51 DESIGN/BUILD ENTITY’S RIGHT TO STOP WORK AND/OR TERMINATE CONTRACT

52 ARTICLE 52 COLORADO SPECIAL PROVISIONS

52.1 CONTROLLER’S APPROVAL, C.R.S. § 24-30-202(1)

52.2 FUND AVAILABILITY, C.R.S. § 24-30-202(5.5)

52.3 GOVERNMENTAL IMMUNITY

52.4 INDEPENDENT CONTRACTOR

52.5 COMPLIANCE WITH LAW

52.6 CHOICE OF LAW, JURISDICTION, AND VENUE

52.7 PROHIBITED TERMS

52.8 SOFTWARE PIRACY PROHIBITION. SOFTWARE PIRACY PROHIBITION

52.9 EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST

52.10 VENDOR OFFSET AND ERRONEOUS PAYMENTS

53 ARTICLE 53 MISCELLANEOUS PROVISIONS

53.1 PROFESSIONAL ASSOCIATION PERMITTED

53.2 DISSOLUTION OF PROFESSIONAL ASSOCIATION

53.3 WAGE RATES, in accordance with C.R.S. § 24-30-1404 (1)

53.4 PUBLIC ART LAW

53.5 ASSIGNMENT

53.6 SUBCONTRACTS

53.7 BINDING EFFECT

53.8 AUTHORITY

53.9 CAPTIONS AND REFERENCES

53.10 COUNTERPARTS

53.11 ENTIRE UNDERSTANDING

53.12 DIGITAL SIGNATURES

53.13 MODIFICATION

53.14 STATUTES, REGULATIONS, FISCAL RULES AND OTHER AUTHORITY

53.15 EXTERNAL TERMS AND CONDITIONS

53.16 SEVERABILITY

53.17 SURVIVIAL AND CERTAIN CONTRACT TERMS

53.18 TAXES

53.19 THIRD PARTY BENEFICIARIES

53.20 WAIVER

53.21 CORA DISCLOSURE

53.22 STANDARD AND MANNER OF PERFORMANCE

53.23 LICENSES, PERMITS, AND OTHER AUTHORIZATIONS

53.24 INDEMNIFICATION

53.25 ACCESSIBILITY

54 ARTICLE 54 CONFIDENTIAL INFORMATION-STATE RECORDS

54.1 CONFIDENTIALITY

54.2 OTHER ENTITY ACCESS AND NONDISCLOSURE AGREEMENTS

54.3 USE, SECURITY, AND RETENTION

54.4 INCIDENT NOTICE AND REMEDIATION

54.5 DATA PROTECTION AND HANDLING

54.6 SAFEGUARDING PERSONAL IDENTIFIABLE INFORMATION (PII)

Rev. 01/2024 1

STATE OF COLORADO

THE GENERAL CONDITIONS OF THE DESIGN/BUILD GUARANTEED MAXIMUM PRICE AGREEMENT

1 ARTICLE 1 DEFINITIONS

1.1 CONTRACT DOCUMENTS

The Contract Documents consist of the following some of which are procedural documents used in the administration and performance of the Agreement:

a) Design/Build Guaranteed Maximum Price (GMP) Agreement; (SC-9.0) including:

b) Design/Build Entity’s Cost Proposal, All Appendices, Addenda and Clarifications

c) The Request for Proposals, All Appendices, Addenda and Clarifications;

d) Performance Bond (SC-6.22) and Labor and Material Payment Bond (SC-6.221);

e) These General Conditions of the Design/Build Guaranteed Maximum Price (GMP) Agreement

(SC- 9.1) and if applicable, Supplementary General Conditions;

f) Detailed Specification Requirements, including all addenda issued prior to the Notice to Proceed to Commence Design Phase (SBP-8.26);

g) Drawings, including all addenda issued prior to the Notice to Proceed to Commence Construction

Phase (SBP-8.261);

h) Change Orders (SC-6.31) and Amendments (SC-6.0A and/or B), if any, when properly executed;

i) Notice of Award (SBP-6.15);

j) Builder’s risk insurance certificates of insurance (ACORD 25-S);

k) Liability, workers’ compensation and professional liability errors and omissions certificates of insurance;

l) Notice to Proceed to Commence Design Phase (SBP-8.26);

m) Notice to Proceed to Commence Construction Phase (SBP-8.261);

n) Notice of Approval of Occupancy/Use (SBP-01);

o) Notice of Partial Substantial Completion (SBP-071);

p) Notice of Substantial Completion (SBP-07);

q) Notice of Final Acceptance (SBP-6.27);

r) Notice of Partial Final Acceptance (SBP-6.271);

s) Notice of Contractor's Settlement (SBP-7.3);

t) Notice of Partial Contractor’s Settlement (SBP-7.31);

u) Application and Certificate for Contractor’s Payment (SBP-7.2); and

v) Other procedural and reporting documents or forms referred to in these General Conditions, the

Supplementary General Conditions, the Specifications or required by the State Buildings

Program or the Principal Representative, including but not necessarily limited to Pre-Acceptance

Check List (SBP-05) and the Building Inspection Record (SBP-BIR). A list of the current standard

State Buildings Program forms applicable to this Contract may be obtained from the Principal

Representative on request.

Rev. 01/2024 2

1.2 DEFINITIONS OF WORDS AND TERMS USED

Agreement

The term “Agreement” shall mean the written agreement entered into by the State of Colorado acting by and through the Principal Representative and the Design/Build Entity for the performance of the Work and payment therefore, on State Form SC-9.0. The term Agreement when used without reference to State Form SC-9.0 may also refer to the entirety of the parties’ agreement to perform the Work described in the Contract Documents or reasonably inferable there from. The term

“Contract” shall be interchangeable with this latter meaning of the term Agreement.

Amendment

The term "Amendment" shall be defined as provided in Article 3.8 of the Agreement.

Bid Package

Bid Package describes all documents that relate to a specific scope of work, including the drawings, specifications, documents, estimates, bid forms and bid bonds relevant to a discrete portion of or a complete construction Project.

Change Order

The term “Change Order” means a written order, signed by the Principal Representative, directing the Design/Build Entity to make Changes in the Work, in accordance with Article 3.8 of the

Agreement and, in accordance with Article 35.1, The Value of Changed Work.

Colorado Labor

The term “Colorado labor” shall be defined, as provided in C.R.S. § 8-17-101(2)(a), as any person who is a resident of the state of Colorado, at the time of the public works project, without discrimination as to race, color, creed, sex, sexual orientation, marital status, national origin, ancestry, age, or religion except when sex or age is a bona fide occupational qualification. A resident of the state of

Colorado is a person who can provide a valid Colorado driver’s license, a valid Colorado state issued photo identification, or documentation that he or she has resided in Colorado for the last thirty days.

Consultant

The term “Consultant” shall mean a person, firm or corporation supplying design/consulting services for the Project. Design professionals and consultants are directly contracted to the Design/Build

Entity.

Days

The term “days” whether singular or plural shall mean calendar days unless expressly stated otherwise. Where the term “business days” is used it shall mean business days of the State of

Colorado.

Design/Build Entity

The word “Design/Build Entity” shall mean the design/build entity entering into a contract to design and construct the Project with the State of Colorado acting by and through the Principal

Representative. The Design/Build Entity may also be referred to as “Contractor” in this agreement or in related exhibits, attachments, contract modification or procedural documents.

Design/Build Entity’s Architect/Engineer

The term Design Build Entity’s Architect/Engineer” shall mean professionals licensed or registered by the State of Colorado who have contracted with the Design/Build Entity, with prior approval by the State, to accomplish the architectural and engineering services necessary for the Project.

Rev. 01/2024 3

Although the Contract Documents impose specific performance requirements to be discharged by the architect or design professional selected by the Design/Build Entity, and approved by the State, nothing in this contract is intended to create a contractual relationship between such professional and the State of Colorado.

Design/Build Entity’s Scope Narrative

Shall be defined as the bilateral agreement concerning final scope, which is developed cumulatively and simultaneously with each of the design phases and is agreed upon during review of the final scope as it pertains to each design submission.

Drawings

The term “Drawings” shall mean all drawings approved by appropriate State officials which have been prepared by the Design Build Entity’s Architect/Engineer and/or civil, structural, mechanical, electrical or plumbing engineers, and others as required to represent a complete project, showing the Work to be done, except that where a list of drawings is specifically enumerated in the

Supplementary General Conditions or division 1 of the Specifications, the term shall mean the drawings so enumerated, including all addenda drawings.

Emergency Field Change Order

The term “Emergency Field Change Order” shall mean a written change order for extra work or a change in the Work necessitated by an emergency as defined in Article 35.3 C executed on State form SC 6.31 and identified as an Emergency Field Change Order. The use of such orders is limited to emergencies and to the amounts shown in Article 35.3 C.

Fast Track Construction

The term “Fast Track Construction” is a methodology where portions of the Work could have their design completed as separate Construction Phase(s) and may be under construction before other portions of the Work are fully designed.

Final Acceptance

The terms “final acceptance” or “finally complete” mean the stage in the progress of the Work, after substantial completion, when all remaining items of Work have been completed, all requirements of the Contract Documents are satisfied and the Notice of Acceptance can be issued. Discrete physical portions of the Project may be separately and partially deemed finally complete at the discretion of the Principal Representative when that portion of the Project reaches such stage of completion and a partial Notice of Acceptance can be issued.

Fixed Limit of Design & Construction Cost

The term “Fixed Limit of Design & Construction Cost” shall set forth a dollar amount available for the total Design and Construction Cost for design and construction of all elements of the Work as specified by the Principal Representative.

Guaranteed Maximum Price

The term "Guaranteed Maximum Price" shall mean the maximum amount for which the Work shall be accomplished and it shall be computed by the Design/Build Entity in accordance with the provisions of paragraph 6.3 of the Agreement and as approved by the Principal Representative.

Notice

The term “Notice” shall mean any communication in writing from either contracting party to the other by such means of delivery that receipt cannot properly be denied. Notice shall be provided to the person identified to receive it in Article 8 of the Agreement, Notice Identification, or to such other person as either party identifies in writing to receive Notice or in the absence of the identified

Rev. 01/2024 4 party, a principal of the Design/Build Entity. Notice by facsimile transmission where proper transmission is evidenced shall be adequate where facsimile numbers are included in Article 8 of the

Agreement. Notwithstanding an email delivery or return receipt, email Notice shall not be adequate.

Acknowledgment of receipt of a voice message shall not be deemed to waive the requirement that

Notice, where required, shall be in writing.

Occupancy

The term “Occupancy” means occupancy taken by the State as Owner after the Date of Substantial

Completion at a time when a building or other discrete physical portion of the Project is used for the purpose intended. The Date of Occupancy shall be the date of such first use, but shall not be prior to the date of execution of the Notice of Approval of Occupancy/Use. Prior to the date of execution of a Notice of Approval of Occupancy/Use, the Principal Representative shall have no right to occupy and the Project may not be considered safe for occupancy for the intended use.

Owner

The term “Owner” shall mean the Principal Representative.

Preconstruction

The term “Preconstruction” shall mean the Work done by the Design/Build Entity in the management and definition of the project prior to the awarding of construction contracts for any bid package.

Principal Representative

The term “Principal Representative” shall be defined, as provided in C.R.S. § 24-30-1301(14), as the governing board of a state department, institution, or agency; or if there is no governing board, then the executive head of a state department, institution, or agency, as designated by the governor or the general assembly and as specifically identified in the Contract Documents, or shall have such other meaning as the term may otherwise be given in C.R.S. § 24-30-1301(14), as amended. The

Principal Representative may delegate authority. The Design/Build Entity shall have the right to inquire regarding the delegated authority of any of the Principal Representative’s representatives on the Project and shall be provided with a response in writing when requested.

Product Data

The term “Product Data” shall mean all submittals in the form of printed manufacturer’s literature, manufacturer’s specifications, and catalog cuts.

Project

The "Project" is the total construction of which the Work performed under the Contract Documents is a part, and may include construction by the Principal Representative or by separate contractors.

Reasonably Inferable

The phrase “reasonably inferable” means that if an item or system is either shown or specified, all material and equipment normally furnished with such items or systems and needed to make a complete installation shall be provided whether mentioned or not, omitting only such parts as are specifically excepted, and shall include only components which the Design/Build Entity could reasonably anticipate based on there skill and knowledge using an objective, industry standard, not a subjective standard. This term takes into consideration the normal understanding that not every detail is to be given on the Drawings and Specifications. If there is a difference of opinion, the

Principal Representative shall make the determination as to the standards of what reasonably inferable.

Rev. 01/2024 5

Samples

The term “Samples” shall mean examples of materials or Work provided to establish the standard by which the Work will be judged.

SBP

The term "SBP" means "State Buildings Program", which is used in connection with labeling applicable State form documents (e.g., "SBP-01" is the form number for Notice of Approval of

Occupancy/Use).

SC

The term "SC" means "State Contract" which is used in connection with labeling applicable State form documents (e.g. "SC 9.1" is the State form number for these General Conditions of the

Guaranteed Maximum Price (GMP) Agreement).

Schedule Of Values

The term “Schedule of Values” is defined as the itemized listing of description of the Work by Division and Section of the Specifications. The format shall be the same as Form SC-7.2. Included shall be the material costs, and the labor and other costs plus the sum of both.

Shop Drawings

The term “Shop Drawings” shall mean any and all detailed drawings prepared and submitted by

Design/Build Entity, Subcontractor at any tier, vendors or manufacturers providing the products and equipment specified on the Drawings or called for in the Specifications.

Specifications

The term “Specifications” shall mean the requirements of the CSI divisions of the project manual prepared by the Design Build Entity’s Architect/Engineer describing the Work to be accomplished.

State Buildings Program

Shall refer to the Office of the State Architect within the Department of Personnel & Administration of Colorado State government responsible for project administration, review, approval and coordination of plans, construction procurement policy, contractual procedures, and code policy compliance of all public works and improvements erected for state purposes; except public roads and highways and projects under the supervision of the division of wildlife and the division of parks and outdoor recreation as provided in C.R.S. § 24-30-1301, et seq. The term State Buildings Program shall also mean that individual within a State Department agency or institution, including institutions of higher education, who has signed an agreement accepting delegation to perform all or part of the responsibilities and functions of State Buildings Program.

Subconsultant

The term “Subconsultant” shall mean a person, firm or corporation supplying design/consulting services for the Project. Design and other professionals directly contracted to the Design Build

Entity’s Architect/Engineers are considered subconsultants.

Subcontractor

The term “Subcontractor” shall mean a person, firm or corporation supplying labor, materials, equipment and/or Services for Work at the site of the Project for, and under separate contract or agreement with the Design/Build Entity.

Submittals

The term “submittals” means drawings, lists, tables, documents and samples prepared by the

Design/Build Entity to facilitate the progress of the Work as required by these General Conditions or the Drawings and Specifications. They consist of Shop Drawings, Product Data, Samples, and various

Rev. 01/2024 6 administrative support documents including but not limited to lists of subcontractors, construction progress schedules, schedules of values, applications for payment, inspection and test results, requests for information, various document logs, and as-built drawings. Submittals are required by the Contract Documents, but except to the extent expressly specified otherwise are not themselves a part of the Contract Documents.

Substantial Completion

The terms “substantial completion” or “substantially complete” mean the stage in the progress of the Work when the construction is sufficiently complete, in accordance with the Contract Documents as modified by any Change Orders, so that the Work, or at the discretion of the Principal

Representative, any designated portion thereof, is available for its intended use by the Principal

Representative and a Notice of Substantial Completion can be issued. Portions of the Project may, at the discretion of the Principal Representative, be designated as substantially complete.

Supplier

The term "Supplier" shall mean any manufacturer, fabricator, distributor, material man or vendor.

Surety

The term “Surety” shall mean the company providing the labor, materials, equipment and/or services payment and performance bonds for the Design/Build Entity as obligor.

Value Engineering

“Value Engineering” or “VE” is defined as an analysis and comparison of cost versus value of building materials, equipment, and systems. VE considers the initial cost of construction, coupled with the estimated cost of maintenance, energy use, life expectancy and replacement cost. VE related to this

Project shall include the analysis and comparison of building elements in an effort to reduce overall

Project costs, while maintaining or enhancing the quality of the design intent, whenever possible.

Work

The term “Work” shall mean all or part of the labor, materials, equipment, and other services required by the Contract Documents or otherwise required to be provided by the Design/Build Entity to meet the Design/Build Entity’s obligations under the Contract.

2 ARTICLE 2 EXECUTION, CORRELATION, INTENT OF DOCUMENTS, COMMUNICATION AND

COOPERATION

2.1 EXECUTION

The Design/Build Entity, within ten (10) days from the date of Notice of Award, will be required to:

a) Execute the Design/Build Guaranteed Maximum Price Agreement, State Form SC-9.0;

b) Furnish fully executed Performance and Labor and Material Payment Bonds on State Forms SBP-

6.22 and SBP-6.221;

c) Furnish certificates of insurance evidencing all required insurance on standard Acord forms designed for such purpose; and

d) Furnish Professional Liability Errors and Omissions Insurance.

e) If Article 7.1 of the Design Build Guaranteed Maximum Agreement ( SC-9.0) applies, furnish documentation that identifies the subcontractors that will be used for all mechanical, sheet metal, fire suppression, sprinkler fitting, electrical, and plumbing work required on the project and certify that that all firms identified participate in apprenticeship programs registered with

Rev. 01/2024 7 the United States Department of Labor’s Employment and Training Administration or state apprenticeship councils recognized by the United States Department of Labor and have a proven record of graduating a minimum of fifteen percent of its apprentices for at least three of the past five years.

2.2 CORRELATION

By execution of the Design/Build Agreement the Design/Build Entity represents that the

Design/Build Entity has visited the site, has become familiar with local conditions and local requirements under which the Work is to be performed, including the building code programs of the

State Buildings Program as implemented by the Principal Representative, and has correlated personal observations with the requirements of the Contract Documents.

2.3 INTENT OF DOCUMENTS

The Contract Documents are complementary, and what is called for by any one document shall be as binding as if called for by all. The intention of the documents is to include all labor, materials, equipment and transportation necessary for the proper execution of the Work. Words describing materials or Work which have a well-known technical or trade meaning shall be held to refer to such recognized standards.

Where a conflict occurs between or within standards, Specifications or Drawings, which is not resolved by reference to the precedence between the Contract Documents, the more stringent or higher quality requirements shall apply so long as such more stringent or higher quality requirements are reasonably inferable. The Principal Representative, or Design Build Entity’s Architect/Engineer with consent of the Principal Representative, shall decide which requirements will provide the best installation.

With the exception noted in the following paragraph, the precedence of the Contract Documents is in the following sequence:

a) The Supplementary General Conditions, if any;

b) The Minimum Requirements of the Request for Proposals;

c) The Design/Build Entity’s Cost proposals;

d) The Agreement (SC-9.0);

e) These General Conditions (SC-9.1);

f) Drawings and Specifications, all as modified by any addenda; and

g) Any additional Exhibit to this agreement.

Change Orders and Amendments, if any, to the Contract Documents take precedence over the original Contract Documents.

Unless Federal Provisions are applicable, the Special Provisions of Article 52 of these General

Conditions shall take precedence, rule and control over all other provisions of the Contract

Documents.

Unless the context otherwise requires, form numbers in this document are for convenience only. In the event of any conflict between the form required by name or context and the form required by number, the form required by name or context shall control. The Design/Build Entity may obtain

State forms from the Principal Representative upon request.

Rev. 01/2024 8

Nothing contained in the Design/Build Contract Documents shall create a professional obligation or contractual relationship between the Principal Representative and any third party, including the

Design Build Entity’s Architect/Engineer.

2.4 PARTNERING, COMMUNICATIONS AND COOPERATION

In recognition of the fact that conflicts, disagreements and disputes often arise during the performance of construction contracts, the Design/Build Entity and the Principal Representative aspire to encourage a relationship of open communication and cooperation between the employees and personnel of both, in which the objectives of the Contract may be better achieved and issues resolved in a more fully informed atmosphere.

The Design/Build Entity and the Principal Representative each agree to assign an individual who shall be fully authorized to negotiate and implement a voluntary partnering plan for the purpose of facilitating open communications between them. Within thirty days (30) of the Notice to Proceed, the assigned individuals shall meet to discuss development of an informal agreement to accomplish these goals.

The assigned individuals shall endeavor to reach an informal agreement, but shall have no such obligation. Any plans these parties voluntarily agree to implement shall result in no change to the contract amount, and no costs associated with such plan or its development shall be recoverable under any contract clause. In addition, no plan developed to facilitate open communication and cooperation shall alter, amend or waive any of the rights or duties of either party under the Contract unless and except by written Amendment to the Contract, nor shall anything in this clause or any subsequently developed partnering plan be deemed to create fiduciary duties between the parties unless expressly agreed in a written Amendment to the Contract. It is also recognized that projects with relatively low contract values may not justify the expense or special efforts required. In the case of small projects with an initial Contract value under $500,000, the requirements of the preceding paragraph shall not apply.

3 ARTICLE 3 COPIES FURNISHED

Refer to Article 3 of the Agreement (SC-9.0).

4 ARTICLE 4 OWNERSHIP OF DRAWINGS

Refer to Article 4 of the Agreement (SC-9.0).

5 ARTICLE 5 DESIGN BUILD ENTITY’S ARCHITECT/ENGINEER’S STATUS

In case of termination of employment or the death of the Design Build Entity’s Architect/Engineer, the Design/Build Entity will appoint a capable and reputable Design Build Entity’s Architect/Engineer against whom the Principal Representative makes no reasonable objection, whose status under the

Contract shall be the same as that of the former Design Build Entity’s Architect/Engineer.

Rev. 01/2024 9

6 ARTICLE 6 DESIGN BUILD ENTITY’S ARCHITECT/ENGINEER DECISIONS AND JUDGMENTS, ACCESS

TO WORK AND INSPECTION

6.1 DECISIONS

The Design Build Entity’s Architect/Engineer shall, within a reasonable time, make decisions on all matters relating to the interpretation of the Contract Documents as it relates to compliance with the

Drawings and Specifications.

Such decisions by the Design Build Entity’s Architect/Engineer shall be promptly forwarded to the

Design/Build Entity and Principal Representative. The Principal Representative may consent with such decision by the Design Build Entity’s Architect/Engineer or amend/revise such decision at the discretion of the Principal Representative.

6.2 JUDGMENTS

The Design Build Entity’s Architect/Engineer is, in the first instance, the judge of the performance required by the Contract Documents as it relates to compliance with the Drawings and Specifications and quality of workmanship and materials.

6.3 ACCESS TO WORK

The Design Build Entity’s Architect/Engineer, the Principal Representative and representatives of

State Buildings Program shall at all times have access to the Work. The Design/Build Entity shall provide proper facilities for such access and for their observations or inspection of the Work.

6.4 INSPECTION

The Design Build Entity’s Architect/Engineer has agreed to make, or that structural, mechanical, electrical, plumbing, civil engineers or other design consultants will make, periodic visits to the site to generally observe the progress and quality of the Work to determine in general if the Work is proceeding in accordance with the Contract Documents as it relates to compliance with the Drawings and Specifications. Observation may extend to all or any part of the Work and to the preparation, fabrication or manufacture of materials.

Without in any way meaning to be exclusive or to limit the responsibilities of the Design Build Entity’s

Architect/Engineer or the Design/Build Entity, the Design Build Entity’s Architect/Engineer has agreed to observe, among other aspects of the Work, the following for compliance with the Contract

Documents as it relates to compliance with the Drawings and Specifications:

a) Compaction testing reports based upon the findings and recommendations of the Principal

Representative’s testing consultant; Bearing surfaces of excavations before concrete is placed based upon the findings and recommendations of the Principal Representative’s soils engineering consultant;

b) Bearing surfaces of excavations before concrete is placed based upon the findings and recommendations of the Principal Representative’s soils engineering consultant;

c) Reinforcing steel after installation and before concrete is poured;

d) Structural concrete;

e) Laboratory reports on all concrete testing based upon the findings and recommendations of the

Principal Representative’s testing consultant;

f) Structural steel during and after erection and prior to its being covered or enclosed;

g) Steel welding; Principal Representative will furnish steel welding inspection consultant/agency if required or necessary for the Project;

Rev. 01/2024 10

h) Mechanical and plumbing Work following its installation and prior to its being covered or enclosed;

i) Electrical work following its installation and prior to its being covered or enclosed; and

j) Any special or quality control testing required in the Contract Documents provided by the

Principal Representative’s testing consultant.

If the Specifications, the Design Build Entity’s Architect/Engineer’s instructions, laws, ordinances of any public authority require any Work to be specifically tested or approved, the Design/Build Entity shall give the Principal Representative, Design Build Entity’s Architect/Engineer, and appropriate testing agency (if necessary) timely notice of its readiness for observation by the Principal

Representative and Design Build Entity’s Architect/Engineer or inspection by another authority, and if the inspection is by another authority, of the date fixed for such inspection, required certificates of inspection being secured by the Design/Build Entity. The Design/Build Entity shall give all required

Notices to the Principal Representative or their designee for inspections required for the building inspection program. It shall be the responsibility of the Design/Build Entity to determine the Notice required by the State pursuant to Building Inspection Record for the Project, according to State form

SBP-B.I.R., or the equivalent form required by the Principal Representative as approved by the State

Buildings Program. If any portion of the Work should be covered contrary to the reasonable request of the Design Build Entity’s Architect/Engineer, or to requirements specifically expressed in the

Contract Documents, it must, if required in writing by the Design Build Entity’s Architect/Engineer, be uncovered for its observation and shall be replaced at the Design Build Entity’s expense.

If any other portion of the Work has been covered which the Design Build Entity’s Architect/Engineer has not specifically requested to observe prior to it’s being covered, it may request to see such work and it shall be uncovered by the Design Build Entity. If such work is found in accordance with the

Contract Documents, the cost of uncovering and replacement shall, by appropriate Amendment or

Change Order, be charged to the Principal Representative. If such work is found not in accordance with the Contract Documents, the Design Build Entity shall pay such costs unless it is found that this condition was caused by the Principal Representative or a separate Contractor as provided in Article

18, in which event, the Principal Representative shall be responsible for the payment of such costs.

7 ARTICLE 7 DESIGN/BUILD ENTITY’S SUPERINTENDENCE AND SUPERVISION

The Design/Build Entity shall employ, and keep present on the Project during its progress, a competent project manager and any necessary assistants, all satisfactory to the Principal

Representative. The project manager shall not be changed except with the consent of the Principal

Representative, unless the project manager proves to be unsatisfactory to the Design/Build Entity and ceases to be in their employ. The project manager shall represent the Design/Build Entity for the Project, and in the absence of the Design/Build Entity, all directions given to the project manager shall be as binding as if given to the Design/Build Entity. Directions received by the project manager shall be documented by the project manager and communicated in writing with the Design/Build

Entity.

The Design/Build Entity shall employ, and keep present on the Project during its progress, a competent superintendent and any necessary assistants, all satisfactory to the Principal

Representative. The superintendent shall not be changed except with the consent of the Principal

Representative, unless the superintendent proves to be unsatisfactory to the Project

Rev. 01/2024 11

Manager/Design/Build Entity and ceases to be in their employ. The superintendent shall represent the Project Manager/Design/Build Entity and all directions given to the superintendent shall be as binding as if given to the Project Manager/Design/Build Entity. Directions received by the superintendent shall be documented by the superintendent and confirmed in writing with the

Project Manager/Design/Build Entity.

The Design/Build Entity shall give efficient supervision to the Work, using their best skill and attention. He or she shall carefully study and compare all Drawings, Specifications and other written instructions and shall without delay report any error, inconsistency or omission which he or she may discover in writing to the Principal Representative and Design Build Entity’s Architect/Engineer.

The superintendent shall see that the Work is carried out in accordance with the Contract

Documents and in a uniform, thorough and first-class manner in every respect. The Design/Build

Entity’s superintendent shall establish all lines, levels, and marks necessary to facilitate the operations of all concerned in the Design/Build Entity’s Work. The Design/Build Entity shall lay out all Work in a manner satisfactory to the Principal Representative and Design Build Entity’s

Architect/Engineer, making permanent records of all lines and levels required for excavation, grading, foundations, and for all other parts of the Work.

8 ARTICLE 8 MATERIALS AND EMPLOYEES

Unless otherwise stipulated, the Design/Build Entity shall provide and pay for all materials, labor, water, tools, equipment, light, power, transportation and other facilities necessary for the execution and completion of the Work.

Unless otherwise specified, all materials shall be new and both workmanship and materials shall be first class and of uniform quality. The Design/Build Entity shall, if required, furnish satisfactory evidence as to the kind and quality of materials.

The Design/Build Entity is fully responsible for all acts and omissions of the Design/Build Entity’s employees and shall at all times enforce strict discipline and good order among employees on the site. The Design/Build Entity shall not employ on the Work any person reasonably deemed unfit by the Principal Representative or anyone not skilled in the Work assigned to him.

9 ARTICLE 9 SURVEYS, PERMITS, LAWS, TAXES AND REGULATIONS

9.1 SURVEYS

The Principal Representative shall furnish all surveys, property lines and bench marks deemed necessary by the Design Build Entity’s Architect/Engineer, unless otherwise specified.

9.2 PERMITS AND LICENSES

Permits and licenses necessary for the prosecution of the Work shall be secured and paid for by the

Design/Build Entity. Unless otherwise required, no local municipal or county building permit shall be required. However, State Buildings Program requires each Principal Representative to administer a building code inspection program, the implementation of which may vary at each agency or institution of the State. The Design/Build Entity’s employees shall become personally familiar with these local conditions and requirements and shall fully comply with such requirements. State

Rev. 01/2024 12 electrical and plumbing permits are required, unless the requirement to obtain such permits is altered by State Building’s Programs. The Design/Build Entity shall obtain and pay for such permits.

Easements for permanent structures or permanent changes in existing facilities shall be secured and paid for by the Principal Representative, unless otherwise specified.

9.3 TAXES

9.3.1 Refund of Sales and Use Taxes

The Design/Build Entity shall pay all local taxes required to be paid, including but not necessarily limited to all sales and use taxes. If requested by the Principal Representative prior to issuance of the Notice to Proceed or directed in the Supplementary General Conditions or the Specifications, the

Design/Build Entity shall maintain records of such payments in respect to the Work, which shall be separate and distinct from all other records maintained by the Design/Build Entity, and the

Design/Build Entity shall furnish such data as may be necessary to enable the State of Colorado, acting by and through the Principal Representative, to obtain any refunds of such taxes which may be available under the laws, ordinances, rules or regulations applicable to such taxes. When so requested or directed, the Design/Build Entity shall require Subcontractors at all tiers to pay all local sales and use taxes required to be paid and to maintain records and furnish the Design/Build Entity with such data as may be necessary to obtain refunds of the taxes paid by such Subcontractors. No

State sales and use taxes are to be paid on material to be used in this Project. On application by the purchaser or seller, the Department of Revenue shall issue to the Design/Build Entity or to a

Subcontractor at any tier, a certificate or certificates of exemption per C.R.S. § 39-26-703(2)(b), and

C.R.S. § 39-26-708.

9.3.2 Federal Taxes

The Design/Build Entity shall exclude the amount of any applicable federal excise or manufacturers’ taxes from the proposal. The Principal Representative will furnish the Design/Build Entity, on request, exemption certificates.

9.4 LAWS AND REGULATIONS

The Design/Build Entity shall give all notices and comply with all laws, ordinances, rules and regulations bearing on the conduct of the Work as drawn or specified.

The Design/Build Entity shall bear all costs arising from the performance of Work required by the

Drawings or Specifications that the Design/Build Entity knows to be contrary to such laws, ordinances, rules or regulations.

10 ARTICLE 10 PROTECTION OF WORK AND PROPERTY

10.1 GENERAL PROVISIONS

The Design/Build Entity shall continuously maintain adequate protection of all Work and materials, protect the property from injury or loss arising in connection with this Contract and adequately protect adjacent property as provided by law and the Contract Documents. The Design/Build Entity shall make good any damage, injury or loss, except to the extent:

a) Caused by agents or employees of the Principal Representative; and, Rev. 01/2024 13

b) Due to causes beyond the Design/Build Entity’s control and not due to fault or negligence;

provided such damage, injury or loss would not be covered by the insurance required to be carried by the Design/Build Entity;

10.2 SAFETY PRECAUTIONS

The Design/Build Entity shall take all necessary precautions for the safety of employees on the

Project, and shall comply with all applicable provisions of federal, State and municipal safety laws and building codes to prevent accidents or injury to persons on, about or adjacent to the premises where the Work is being performed. He or she shall erect and properly maintain at all times, as required by the conditions and progress of the Work, all necessary safeguards for the protection of workers and the public and shall post danger signs warning against the hazards created by such features of construction as protruding nails, hoists, well holes, elevator hatchways, scaffolding, window openings, stairways and falling materials; and he or she shall designate a responsible member of their organization on the Project, whose duty shall be the prevention of accidents. The name and position of any person so designated shall be reported to the Principal Representative by the Design/Build Entity.

The Design/Build Entity shall provide all necessary bracing, shoring and tying of all structures, decks and framing to prevent any structural failure of any material which could result in damage to property or the injury or death of persons; take all precautions to insure that no part of any structure of any description is loaded beyond its carrying capacity with anything that will endanger its safety at any time; and provide for the adequacy and safety of all scaffolding and hoisting equipment. The

Design/Build Entity shall not permit open fires within the building enclosure. The Design/Build Entity shall construct and maintain all necessary temporary drainage and do all pumping necessary to keep excavations and floors, pits and trenches free of water. The Design/Build Entity shall be solely responsible for all construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work, except as otherwise noted.

The Design/Build Entity shall take due precautions when obstructing sidewalks, streets or other public ways in any manner, and shall provide, erect and maintain barricades, temporary walkways, roadways, trench covers, colored lights or danger signals and any other devices necessary or required to assure the safe passage of pedestrians and automobiles.

10.3 EMERGENCIES

In an emergency affecting the safety of life or of the Work or of adjoining property, the Design/Build

Entity without special instruction or authorization from the Principal Representative, is hereby permitted to act, at their discretion, to prevent such threatened loss or injury; and he or she shall so act, without appeal, if so authorized or instructed. Provided the Design/Build Entity has no responsibilities for the emergency, in whole or in part, if the Design/Build Entity incurs additional cost not otherwise recoverable from insurance or others on account of any such emergency work, the Contract sum shall be equitably adjusted in accordance with Article 35, Changes in the Work.

11 ARTICLE 11 DRAWINGS AND SPECIFICATIONS ON THE WORK

The Design/Build Entity shall keep on the job site one copy of the Contract Documents in good order, including current copies of all Drawings and Specifications for the Work, and any approved Shop

Drawings, Product Data or Samples, and as-built drawings. As-built drawings shall be updated

Rev. 01/2024 14 weekly by the Design/Build Entity and Subcontractors to reflect actual constructed conditions including dimensioned locations of underground Work and the Design/Build Entity’s failure to maintain such updates may be grounds to withhold portions of payments otherwise due in accordance with Article 33, Payments Withheld. All such documents shall be available to representatives of the State. In addition, the Design/Build Entity shall keep on the job site one copy of all approved addenda, Change Orders and requests for information issued for the Work.

The Design/Build Entity shall develop procedures to insure the currency and accuracy of as-built drawings and shall maintain on a current basis a log of requests for information and responses thereto, a Shop Drawing and Product Data submittal log, and a Sample submittal log to record the status of all necessary and required submittals.

12 ARTICLE 12 REQUESTS FOR INFORMATION AND SCHEDULES

12.1 DETAIL DRAWINGS AND INSTRUCTIONS

The Design Build Entity’s Architect/Engineer shall furnish to the Design/Build Entity and Principal

Representative, with reasonable promptness, additional instructions, by means of drawings or otherwise, necessary for the proper execution of the Work. All such drawings and instructions shall be consistent with the Contract Documents, true developments thereof, and reasonably inferable therefrom.

The Work shall be executed in conformity therewith and the Design/Build Entity shall do no Work without proper drawings and instructions.

The Design/Build Entity, the Design Build Entity’s Architect/Engineer, and the Principal

Representative shall jointly prepare a schedule, subject to change from time to time in accordance with the progress of the Work, fixing the dates at which the various detail drawings will be required, and the Design Build Entity’s Architect/Engineer shall furnish them in accordance with that schedule.

Under like conditions, a schedule shall be prepared, fixing the dates for the submission of shop drawings, for the beginning of manufacture and installation of materials and for the completion of the various parts of the Work.

The Principal Representative may consent with such instructions by the Design Build Entity’s

Architect/Engineer or amend/revise such instructions at the discretion of the Principal

Representative.

12.2 SCHEDULES

12.2.1 Design Schedule

Prior to receiving the Notice to Proceed to Commence Design Phase (SC-8.26), the Design/Build

Entity shall submit a detailed Design Phase Schedule identifying all phases of design including time identified for the Principal Representative to review and approve design documents at each design milestone. The Design Phase Schedule shall also identify adequate time for the document coordination between the Design Build Entity’s Architect/Engineer and each of its consultants.

12.2.2 Submittal Schedules

Prior to the Notice to Proceed to Commencement of Construction for the first construction phase, a schedule shall be prepared by the Design/Build Entity fixing the dates for the submission and initial review of required Shop Drawings, Product Data and Samples for the beginning of manufacture and

Rev. 01/2024 15 installation of materials, and for the completion of the various parts of the Work.