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HomeMy WebLinkAbout2014-12 Timber Ridge Award ContractRESOLUTION NO. 12 Series of 2014 A RESOLUTION AUTHORIZING THE TOWN MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH RECONSTRUCTION EXPERTS, INC. FOR THE RENOVATION OF UNITS AT THE TIMBER RIDGE VILLAGE APARTMENTS; AND SETTING FORTH DETAILS IN REGARD THERETO WHEREAS, the Town of Vail (the "Town "), in the County of Eagle and State of Colorado is a home rule municipal corporation duly organized and existing under the laws of the State of Colorado and the Town Charter (the "Charter "); WHEREAS, the members of the Town Council of the Town (the "Council ") have been duly elected and qualified; WHEREAS, the Town is the owner of certain real property generally described as the Timber Ridge Village Apartments located at 1281 North Frontage Road (the "Property "); WHEREAS, the Town wishes to undertake the renovation of units on Property consistent with the approved development plan, WHEREAS, to accomplish the renovation of units on the Property the Town desires to enter into a Professional Services Agreement (the "Agreement ") with its selected contractor in the form attached hereto as Exhibit A. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Council hereby approves the Agreement and authorizes the Town Manager to enter into the Agreement on behalf of the Town in substantially the same form as attached hereto as Exhibit A and in a form approved by the Town Attorney. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 1St day of Apri 014. a. Andrew P. Dal Town Mayor E Acting Town Clerk SEA ' . L . Resolution No. 12, Series 2014 \Ct)Q�'(3�M)q-o CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT ( "Contract") is made and entered into this day Of , 2014, by and between the TOWN OF VAEL, 1309 Elkhorn Drive, Vail, Colorado 81657, a Colorado municipal corporation (the "Town "), and Reconstruction Experts, Inc., a Colorado corporation, 5310 Vivian Street, Arvada, Colorado 80002,( "Contractor ") (collectively the "Parties "). RECITALS A. Contractor is in the business of providing general contracting services, and has agreed to provide such contracting services to the Town on the terms and conditions referred to herein below. B. The Town is the home rule municipality for the community known as Timber Ridge Village located at 1281 N Frontage Road Vail, CO 81657 (the "Property"). The Town desires to engage Contractor to provide contracting services as set forth in this Contract. For the consideration described herein, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Scope of Work. Contractor shall perform the following described work (the "Work "), in accordance with this Contract and the Contract Documents, attached hereto and incorporated herein by this reference: Interior unit remodel including removal and replacement of doors, sinks, bathtubs, toilets, window coverings electrical receptacles lights baseboard heaters, and painting, as more fully described in the Proposal for Timber Ridge Individual Unit Remodel, dated March 5, 2014, and attached hereto as Exhibit A. 2. Insurance. Within ten (10) days of the date of this Contract, Contractor shall provide the certificate of insurance required by the Contract Documents. 3. Commencement and Completion of Work. Contractor shall commence the Work within ten (10) days of date the Town provides access to the units at the Property. The Town will initially provide access to ten (10) units. If all ten (10) units are delivered to the Contractor on or before April 14, 2014, then Substantial Completion of all ten (10) units shall be completed by end of business April 30, 2014, unless the period for completion is extended otherwise in accordance with the Contract Documents. The Town will provide access to additional units as they become available, and commencement of the Work and Substantial Completion of additional units will be determined at a later date. 4. Compensation/Contract Price Per Unit. The Town agrees to pay Contractor, subject to all of the terms and conditions of the Contract Documents, for the Work, Fifteen Thousand Five Hundred Thirteen Dollars and Fifteen Cents per unit ($15,513.15 /unit). The Town shall pay Contractor in the manner and at such times as set forth in the General Provisions such amounts as required by the Contract Documents. Unless otherwise stated in the Contract Documents, building and other construction permits shall be obtained by Contractor. Permit fees to be paid by Town. Allowance items, if any are noted in Exhibit A, relate to scope that either need further specification or have unknown quantities at the time of mutual execution of the Contract. An allowance will be accounted for with an add or deduct Change Order from the original item amount, at the completion of the allowance item. Supporting documentation shall include a detailed cost report and log of hours to be billed at Contractor's Schedule of Rates in Exhibit B, to be verified by owner's representative. 5. Illegal Aliens. A. Certification. By entering into this Contract, Contractor hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and that Contractor will participate in either the E -Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Contract. B. Prohibited Acts. Contractor shall not: 1. Knowingly employ or contract with an illegal alien to perform work under this Contract; or 2. Enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. C. Verification. 1. If Contractor has employees, Contractor has confirmed or attempted to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in either the E- Verify Program or the Department Program. 2. Contractor shall not use the E- Verify or Department Program procedures to undertake pre - employment screening of job applicants while this Contract is being performed. 3. If Contractor obtains actual knowledge that a subcontractor performing work under this Contract knowingly employs or contracts with an illegal alien who is perforning work under this Contract, Contractor shall: a. Notify the subcontractor and the Town within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Contract; and b. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under the contract; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Contract. D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8- 17.5- 102(5)(a) to ensure that Contractor is complying with the terms of this Contract. E. Affidavits. If Contractor does not have employees, Contractor shall sign the attached "No Employee Affidavit." If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Contract via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto. 6. Governing Law and Venue. This Contract shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Boulder County, Colorado. 7. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Contract by the Town shall not constitute a waiver of any of the other terms or obligation of this Contract. 8. Integration. tion. This Contract and any attached exhibits constitute the entire Contract between Contractor and the Town, superseding all prior oral or written communications. 9. Third Parties. There are no intended third -party beneficiaries to this Contract. 10. Notice. Any notice under this Contract shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail, addressed to: The Town: John King Town of Vail 1309 Elkhorn Drive Vail, Colorado 81657 Contractor: Dave Ornberg Mountain Division Manager Reconstruction Experts, Inc. P.O. Box 770363 Steamboat Springs, CO 80487 11. Severability. If any provision of this Contract is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. 12. Modification. This Contract may only be modified upon written agreement of the Parties. 13. Assignment. Neither this Contract nor any of the rights or obligations of the Parties hereto, shall be assigned by either party without the written consent of the other. 14. Governmental Immunity. The Town, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Contract, the monetary limitations (presently one hundred fifty thousand dollars ($150,000) per person and six hundred thousand dollars ($600,000) per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24 -10 -101, et seq., as amended, or otherwise available to the Town and its officers or employees. 15. Rights and Remedies. The rights and remedies of the Town under this Contract are in addition to any other rights and remedies provided by law. The expiration of this Contract shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. 16. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year are subject to annual appropriation, and thus any obligations of the Town hereunder shall extend only to monies currently appropriated and shall not constitute a mandatory charge, requirement or liability beyond the current fiscal year. In the event the Town does not. appropriate funds necessary to continue its financial obligations under this Contract into the next fiscal year or any subsequent year, the Town shall immediately notify Contractor. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. IN WITNESS WHEREOF, this Construction Contract has been executed by the Parties as of the date first above written. TOWN OF VAIL, COLORADO Stan Zemler, Town Manager ATTEST: Tammy Nagel, Acting Town Clerk APPROVED AS TO FORM: Matt Mire, Town Attorney CONTRACTOR By: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this — day of , 200_, by , as of My commission expires: (SEAL) Notary Public 0 0 RECONSTRUCTION EXPERTS INC. Excellence Through Performance Proposal for Timber Ridge Individual Unit Remodel Vail, CO 31512014 Date March 5, 2014 Timber Ridge SUMMARY Repair Description Total Cost 00 Supervision and Site Specifics $ 850.00 01 Unit Remodel 14 663.15 Total Cost Per Unit $ 15,513.15 Notes: 1) This estimate is based on the Scope of Work Form titled Timber Ridge village Apartments, Interior Remodeling provided by Corum Real Estate Group revised on 3/3/14 and site inspections conducted by Reconstruction Experts, Inc. We acknowledge Addendums 1 - 5. 2) This estimate incorporates industry standard construction repair and project costs extended by unit counts, or as lump sum estimates, for locations and /or general categories of the repairs. The term "Unit" as used herein does not denote unit pricing. 3) Construction repairs shall be performed in accordance with all applicable building codes, and in accordance with OSHA Safety and Health Standards for the Construction Industry (29 CFR Part 1926). 4) Open Items to be performed on a Time and Material basis or as a lump sum Change Order upon full evaluation of repairs required. 5) Allowance items are for scope that needs further specification or for unknown quantity. Allowances will be accounted for with an add or deduct change order at the completion of the line item. Supporting documentation may include a detailed cost report and log of hours to be billed at RE's construction rates. 6) Should additional information or currently unknown conditions be discovered and made available, Reconstruction Experts, Inc. retains the right to revise and supplement this estimate accordingly. Summary Page 2 of 5 Date March 5, 2014 Timber Ridge 00 Supervision and Site Specifics Repair Description Total Cost 0.1 General Supervision 0.1.1 Oversee job and be available for consulting with homeowner, engineers and city officials. a. Project manager to prepare and submit schedules, communicate with owner, prepare and submit pay Included applications, coordinate and maintain contractual obligations. b. Superintendent to manage day to day activities, Included progress of work, coordinate deliveries, subcontractors and required inspections. 0.2 Site Prep and Work 0.2.1 Site setup and coordination of equipment deliveries. Includes mobilization, safety issues, conveniences and other items required to commence and effectively complete project. a. Mobilization - Continuing transportation costs for delivering supplies, men and equipment, including Included travel time, through the course of project work. b. General daily cleanup and end -of- project clean -up, Included Dum sters and haul off of debris. c. Storage container on site to securely store materials. Included d. Asbestos and Lead Testing By Owner e. Building Permits (Included as long as Town of Vail Included waives the permit fee) Subtotal $ 850.00 00 Supervision and Site Specifics TOTAL $ 850.00 Supervision & Site Page 3 of 5 Date March 5 2014 Timber Ridge 01 Unit Remodel Repair Description Total Cost 1.1 Demo a. Demo and dispose of existing doors, carpet, window 1 Is $ 528.00 coverings, tub, toilet, vanity and other plumbing fixtures. Note: Owner Is to be responsible for the removal of appliances and any work associated with kitchen /bathroom flooring. 1.2 Plumbing 1 Is $ 6,072.00 a. Kitchen - Replace waste plumbing behind kitchen sink Included along with P -trap assembly. b. Kitchen - Replace sink, faucet, disposal, dishwasher Included supply line and 2 angle stops. c. Bathroom - Replace sink, faucet, bathtub, (3) angle stops, Included shower valve assembly and toilet. d. Replace existing water heater with new 40 gal water Included heater and 2 gal expansion tank. Includes new drip pan catch basin w/o drain. e. Plumbing Permit Included 1.3 Electrical 1 Is $ 2,779.92 a. Replace all switches, receptacles and associated covers Included per parts list provided by owner. b. Replace all existing light fixtures per parts list provided by Included owner. Does not include addition of any new fixtures or wiring. c. Replace baseboard heaters and thermostat per list Included provided by owner. d. Supply and install 30 AMP receptacle w/ 30AMP pig tail Included for new water heater. e. Replace bath fan per list provided by owner. Note: Based Included on the unit that we observed the existing bath fans do not vent outside the building. f. Electrical Permit Included g. Note: Replacement of existing electrical breaker panel Open Item may be required. 1.4 Doors, Cabinets & Trim a. Supply and install new pre -hung doors and hardware per 1 Is $ 1,782.00 parts list provided by owner. b. Supply and install new pre -hung entry doors and Included hardware per parts list provided by owner. Page 4 of 5 c. Supply and install base and case throughout the unit wherever it is missing. 1 Is $ 380.16 d. Resurface countertops. 1 Is $ 165.00 1.5 Bathroom Repairs a. Demo existing subfloor and replace deteriorated framing per Censpace's drawings if replacement is required. Open Item b. Replace bathroom drywall behind shower enclosure as required. 1 Is $ 792.00 c. Supply and install screw in shower insert with shower wings. Included d. Supply and install new vanity and medicine cabinet per parts list provided by owner. 1 Is $ 330.00 e. Supply and install new toilet paper holder and towel bar per parts list provided by owner. 1 Is $ 39.60 1.6 Paint and Patch a. Repair drywall throughout the unit, patch and fill pin holes as needed. Patched drywall to be textured to match existing. Open Item b. Paint entire unit including walls, ceilings doors and trim. Includes 1 color. 1 Is $ 1,346.40 c. Paint kitchen cabinets. Note: Does not include replacement or repair of existing doors or drawers. 1 Is $ 263.27 d. Supply and install new blinds. 1 Is $ 184.80 e. Repair windowsills. Open Item 01 Unit Remodel TOTAL $ 14,663.15 Page 5 of 5 RECONSTRUCTION EXPERTS, INC. SCHEDULE OF RATES Summit County 2014 CINSTIUMIN WON Senior Project Manager .................................................................. ....................$115.00/hr. ProjectManager .......................................................................... .......................$95.Wft. Superintendent........................................................................................................ .....................$75.00/hr. ProjectAdministrator ..................................................................... .....................$45.00/hr. Labor............................................................................... ............................... .....................$55.00 /hr. LaborMinimums .................................................................... ..............................2 hours per day Subcontractors ................................. ............................... .....................Subcontract price plus Overhead & Profit EE II�EtR Profit Equipment ............................. ............................... ......................Equipment price plus Overhead & Reconstruction Experts, Inc. -owned equipment is charged at standard industry rental rates. Weekends, Nights & Over 40 Hours in One Week (per employee) .............1'n times the above listed rates Emergency Response ....................................... ..............................2 times the above listed rates Holidays and Holiday Weekends ...... ............................... ..............................3 times the above listed rates The GSA Federal standard mileage rate and per diem will be charged to any project over 50 miles from closest RE office. IVERIM s PRIFU Overhead& Profit ............................................................................................ ............................10% Overhead and profit markup is applied to all charges including materials, labor, equipment, subcontractors and reimbursable expenses. GENERAL PROVISIONS PART 1. DEFINITIONS 1.01 CONTRACT DOCUMENTS: A. deleted; B. deleted; C. deleted; D. Construction Contract, with Exhibits A (Proposal) and B (Schedule of Rates); E. General Provisions F. deleted; G. deleted; H. deleted; I. Certificate of Insurance; J. deleted; K. deleted; L. deleted; M. deleted; N. deleted; O. deleted; P. deleted; and Q. Addenda _1_ through _5_. 1.02 CHANGE ORDER: A written order issued by the Town after execution of the Contract authorizing an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time. 1.03 TOWN: The Town of Vail, Colorado. 1.04 CONTRACT: The entire written agreement covering the performance of the Work described in the Contract Documents including all supplemental agreements thereto and all general and special provisions pertaining to the Work and materials therefor. 1.05 CONTRACT PRICE: The amount set forth in Paragraph 4 of the Construction Contract. 1.06 CONTRACT TIME: The time for completion of the Work as set forth in Paragraph 3 of the Construction Contract. 1.07 DAY: Calendar day, unless otherwise specified. When the last day for the occurrence of an event falls on a Sunday or legal holiday as recognized by the Town, the time for performance shall be automatically extended to the next business day. 1.08 FINAL COMPLETION: The date as certified by the Project Manager when all of the Work is completed and final payment may be made. 1.09 PROJECT MANAGER: The Town's duly authorized representative in connection with the Work. 1.10 SUBCONTRACTOR: Any person, firm or corporation with a direct contract with Contractor who acts for or in behalf of Contractor in executing any part of the Contract, excluding one who merely furnishes material. 1.11 SUBSTANTIAL COMPLETION: The date as certified by the Project Manager when the Town occupies or takes possession of all or substantially all of the Work, or when the Town may occupy or take possession of all or substantially all of the Work and put it to beneficial use for its intended purposes. 1.12 WORK: All the work specified, indicated, shown or contemplated in the Contract Documents, including all alterations, amendments or extensions thereto made by supplemental agreements or written orders of the Project Manager. PART 2. TIME 2.01 TIME OF THE ESSENCE: All times stated in the Contract Documents are of the essence. 2.02 FINAL ACCEPTANCE: Upon Final Completion, the Project Manager will issue final acceptance. 2.03 CHANGES IN THE WORK: The Town reserves the right to order changes in the Work, in the nature of additions, deletions or modifications, without invalidating the Contract, and to make corresponding adjustments in the Contract Price and the Contract Time. All changes shall be authorized by a written Change Order signed by the Project Manager. The Change Order shall include appropriate changes in the Contract Documents and the Contract Time. The Work shall be changed and the Contract Price and Contract Time modified only as set forth in the written Change Order. Any adjustment in the Contract Price resulting in a credit or a charge to the Town shall be determined by mutual agreement of the parties before the work set forth in the Change Order is commenced. If a Change Order results in an increase in the Contract Price, approval of the Vail Board of Trustees shall be required, and if such approval is not obtained, the Town shall have no payment obligation regardless of whether the Work pursuant to the Change Order has been performed. 2.04 DELAYS: A. If Contractor is delayed in the progress of the Work by fire, unusual delay in transportation, unanticipated adverse weather conditions, any act or omission of the Town, its agents or employees, any separate contractor employed by the Town, by changes ordered in the Work, strikes or other labor disruptions, acts of public enemy, civil commotion, failure of issuance of any permits, licenses or approval within a reasonable time, the Town's failure to make payment when due or other default, inability to secure materials through regular channels, imposition of government priority or allocation of materials, or other unavoidable casualties beyond Contractor's control, the Contract Time shall be extended for a reasonable period of time. "Weather" means precipitation, temperature, or wind, and an "adverse weather condition" means weather that on any calendar day varies from the average weather conditions for that day by more one hundred percent (100 %) as measured by the National Oceanic and Atmospheric Administration. The term "unanticipated adverse weather conditions" means the number of days in excess of the anticipated adverse weather days per month as set forth below: MONTHLY ANTICIPATED ADVERSE WEATHER DAYS JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 7 4 4 4 6 3 4 2 3 3 2 By reason of example only, if in March there are two (2) days when the snowfall exceeds the average snowfall for that day by one hundred percent (100 %), those two (2) days will have experienced an adverse weather condition. However, there will have been no unanticipated adverse weather condition in March, because there are four (4) anticipated adverse weather days in March, which should be accounted for in the schedule. If, however, there are five (5) days in which the snowfall exceeds the average snowfall by one hundred percent (100 %), an unanticipated adverse weather condition will have occurred, and Contractor shall be entitled to request an extension of time. B. Any request for extension of the Contract Time shall be made in writing to the Project Manager not more than seven (7) days after commencement of the delay; otherwise it shall be waived. Any such request shall contain an estimate of the probable effect of such delay on the progress of the Work. C. Contractor shall not be entitled to any increase in the Contract Price, or to damages, or to additional compensation as a consequence of any such delays. 2.05 NO DAMAGES FOR DELAY: In strict accordance with C.R.S. § 24 -91- 103.5, the Town shall not amend the Contract Price to provide for additional compensation for any delays in performance which are not the result of acts or omissions of the Town or persons acting on behalf of the Town. PART 3. CONTRACTOR'S RESPONSIBILITIES 3.01 COMPLETION /SUPERVISION OF WORK: Contractor shall be responsible for completion of all Work in a timely and workmanlike manner in accordance with the terms and specifications of the Contract Documents, including the techniques, sequences, procedures and means. Contractor shall be responsible for the coordination of all Work. Contractor shall supervise and direct the Work and give it all attention necessary for proper supervision and direction. Contractor shall maintain a supervisor on site at all times when Contractor or any subcontractor is performing Work. Contractor shall maintain a supervisor that can communicate with the owner's rep and understand the scope of the Project. 3.02 DUTY TO INSPECT: Contractor shall inspect all Contract Documents, tests and reports, including soil tests and engineering tests, if applicable, and shall conduct a site or field review prior to executing the Contract. Contractor has not made extensive investigations of the site and has not inspected every unit prior to execution of the Contract. Accordingly, Contractor shall not be responsible for unknown conditions that are not disclosed by the Contract Documents and other tests and reports available to it, and Contractor is entitled to rely on same. Contractor assumes the risk of all conditions which are disclosed, or which are reasonably suggested by any such tests or reports, or which would be disclosed by a field or site review. Contractor shall have the affirmative duty to advise the Town of any concerns which Contractor may have regarding construction conditions prior to executing the Contract. Notwithstanding the foregoing, Contractor shall not be responsible for errors or omissions in the Contract Documents that are the fault or responsibility of others. 3.03 FURNISHING OF LABOR AND MATERIALS: A. Contractor shall provide and pay for all labor, materials and equipment, including: tools; construction equipment and machinery; utilities, including water; transportation; and all other facilities and services necessary for the proper completion of the Work. B. In all purchases of supplies, materials and provisions to be incorporated or otherwise used by Contractor in the Work, Contractor shall use supplies, materials and provisions produced, manufactured or grown in Colorado if such supplies, materials and provisions are not of inferior quality to those offered by competitors outside of Colorado. C. While engaged in the performance of the Work, Contractor shall maintain employment practices that do not violate the provisions of the Colorado Antidiscrimination Act of 1957, C.R.S. § 24 -34 -301, et seq., as amended. 3.04 EMPLOYEES AND SAFETY: A. Contractor shall maintain at all times strict discipline of its employees, and Contractor shall not employ on the Work any person unfit or without sufficient knowledge, skill, and experience to perform properly the job for which the employee was hired. B. Contractor shall be responsible to the Town for the acts, negligence and omissions of all direct and indirect employees and subcontractors. The Contract Documents shall not be construed as creating any contractual relation between any subcontractor and the Town. C. Contractor shall provide for and oversee all safety orders and precautions necessary for the safe performance of the Work. Contractor shall take reasonable precautions for the safety of all employees and others whom the Work might affect, all work and materials incorporated into the Work, and all property and improvements on the work site and adjacent property. 3.05 CLEANUP: A. Contractor shall keep the work site and adjoining ways free of waste material and rubbish caused by its employees or subcontractors. Contractor shall remove all such waste material and rubbish daily during construction, together with all tools, equipment, machinery and surplus materials. Contractor shall, upon termination of its Work, conduct general cleanup operations on the work site, including the cleaning of all surfaces, paved streets and walks, and steps. Contractor shall also conduct such general cleanup operations on adjacent properties which were disturbed by the Work. B. If Contractor fails to perform the cleanup required by this Section, after written notice, the Town may cause the cleanup to be performed at Contractor's expense. Upon receipt of a statement for such cleanup, Contractor shall pay to the Town the costs incurred by the Town for such cleanup, or the Town shall have the right to withhold said amount from any final payment due to Contractor. 3.06 PAYMENT OF ROYALTIES AND LICENSE FEES: Contractor agrees to pay all royalties and license fees necessary for the Work, and to defend against all actions for infringement of copyright or patent rights, and to save and hold the Town harmless from such actions. 3.07 TAXES, LICENSES AND PERMITS: Contractor shall pay all taxes imposed by law in connection with the Work, except the Town of Vail Sales Tax, for purchases within the Town, and shall procure all permits and licenses necessary for the prosecution of the Work. Contractor shall obtain a Town tax- exempt number for the sales tax exemption. 3.08 SAMPLES AND SHOP DRAWINGS: Contractor shall furnish, upon the request of the Project Manager, samples and shop drawings to the Project Manager, who shall review them for conformance with the Contract Documents. All Work shall comply with approved samples and drawings. 3.09 COMPLIANCE WITH LAWS AND REGULATIONS: Contractor shall comply with all federal, state and local laws, ordinances, rules, regulations and orders in any manner relating to the Work. If any provision of the Contract Documents is at variance therewith, Contractor shall notify the Project Manager promptly. 3.10 SUBCONTRACTORS: A. Contractor shall furnish to the Project Manager at the time the Construction Contract is executed, a list of names of subcontractors to whom Contractor proposes to award the portions of the Work to be subcontracted by Contractor. B. Contractor shall not employ a subcontractor to whose employment the Town reasonably objects, nor shall Contractor be required to hire a subcontractor to whose employment Contractor reasonably objects. C. All contracts between Contractor and subcontractor shall conform to the provisions of the Contract Documents, and shall incorporate the relevant provisions of the Contract Documents. 3.11 CORRECTIVE WORK: When any Work does not conform to the Contract Documents, Contractor shall make the necessary corrections so that the Work will so conform. Such corrections shall be accomplished within the reasonable time period approved by the Project Manager. Failure to complete such required corrections within the time period required shall constitute a breach of the Contract. 3.12 OTHER CONTRACTS: The Town reserves the right to let other contracts in connection with the Work. Contractor shall cooperate with all other contractors so that their work is not impeded by the Work, and Contractor shall give other contractors access to the work site necessary to perform their contracts. 3.13 COMMUNICATION: Contractor shall direct all communications to the Town regarding the Work to the attention of the Project Manager. PART 4. TERMINATION 4.01 LABOR DISPUTES: Notwithstanding any other provision contained in this Contract, in the event of any picket or other form of labor dispute at the construction site, Contractor shall continue to perform the Work without interruption or delay. If Contractor ceases performance of the Work because of such picket or other form of labor dispute, the Town may terminate the services of Contractor after giving forty -eight (48) hours' written notice of its intent to do so. 4.02 DEFAULT: The Town may terminate this Contract upon seven (7) days' written notice to Contractor if Contractor defaults in the timely performance of any provision of the Contract Documents, or otherwise fails to perform the Work, or any part thereof, in accordance with the Contract Documents. Termination of the Contract by the Town shall not be the Town's exclusive remedy, and the Town may pursue such other remedies and actions lawfully available to the Town including, but not limited to, an action at law for damages against Contractor or any bonding agency issuing a bond hereunder, or an action in equity for injunctive relief. Should the Town fail to pay to Contractor any amount payable by the Town to Contractor when it becomes due pursuant to this Contract or otherwise be in default hereunder, Contractor may, by giving seven (7) days written notice thereof to the Town, terminate its services under this Contract, and/or stop Work. Contractor's right to terminate or suspend the Work shall be in addition to any and all rights and remedies Contractor may have under the Contract Documents and applicable common and statutory law. If Contractor so suspends the Work, in addition to any other damages, Contractor shall be entitled to all reasonable costs of remobilization as an addition to the Contract Price if Contractor subsequently resumes the Work. PART 5. WARRANTIES: 5.01 WARRANTY OF FITNESS OF EQUIPMENT AND MATERIALS: Contractor represents and warrants to the Town that all equipment and materials used in the Work, and made a part of the Work, or placed permanently in the Work, shall be new unless otherwise specified in the Contract Documents. All equipment and materials used shall be of good quality, free of defects and in conformity with the Contract Documents, per approved submittal. All equipment and materials not in conformity with the Contract Documents shall be considered defective. 5.02 GENERAL WARRANTY: Contractor shall warrant and guarantee all material furnished and work performed by Contractor for a period of one (1) year from the date of final acceptance of the Work by the Project Manager. Under this warranty, Contractor agrees to repair or replace, at its own expense and under the direction of the Project Manager, any portion of the Work which fails or is defective, unsound, unsatisfactory because of materials or workmanship, or which is not in conformity with the provisions of the Contract. The expiration of the warranty period shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. CONTRACTOR MAKES NO WARRANTIES EXCEPT AS EXPRESSLY SET FORTH HEREIN. THIS WARRANTY EXCLUDES ALL OTHER GUARANTEES, REPRESENTATIONS, OR WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. PART 6. BONDS, INSURANCE AND INDEMNIFICATION 6.01 INDEMNIFICATION: A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representatives, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Contract or the Contract Documents, to the extent that such injury, loss or damage is attributable to the act, omission, error, professional error, mistake, negligence or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor, or which arise out of any worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. B. Contractor, to the fullest extent permitted by law, shall defend, investigate, handle, respond and provide defense for and defend against any such liability, claims, damages, losses, expenses or demands at the sole expense of Contractor, or at the option of the Town, Contractor agrees to pay the Town or reimburse the Town for defense costs incurred by the Town in connection with any such liability, claims, damages, losses, expenses or demands. Contractor, to the fullest extent permitted by law, shall defend and bear all other costs and expenses related thereto, including court costs and attorney fees, whether or not such liability, claims or demands alleged are groundless, false or fraudulent. C. This indemnification provision is intended to comply with C.R.S. § 13- 21- 111.5(6), as amended, and shall be read as broadly as permitted to satisfy that intent. 6.02 NOTICE OF CLAIM: If Contractor receives any claim arising from the performance of the Work, Contractor shall notify the Town in writing of the nature of the claim within twenty -four (24) hours of receipt of the claim by Contractor. In this notice, Contractor shall provide evidence that Contractor has notified Contractor's insurer of the claim. Contractor shall keep the Town apprised of the disposition of the claim, and Contractor shall take all necessary action to resolve the claim and make restitution, if required, as quickly as possible, unless Contractor has a reasonable basis for disputing the claim, in which case, Contractor shall be entitled to defend the claim. 6.03 INSURANCE: A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Contract. Such insurance shall be in addition to any other insurance requirements imposed by law. B. Contractor shall procure and maintain, and shall cause any subcontractor of Contractor to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers acceptable to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. 1. Worker's compensation insurance to cover obligations imposed by applicable law for any employee engaged in the performance of work under this Contract, and Employer's Liability insurance with minimum limits of one hundred thousand dollars ($100,000) each accident, five hundred thousand dollars ($500,000) disease — policy limit, and one hundred thousand dollars ($100,000) disease — each employee. Evidence of qualified self - insured status may be substituted for the worker's compensation requirements of this paragraph. 2. Commercial general liability insurance with minimum combined single limits of at least one million ($1,000,000) each occurrence and two million dollars ($2,000,000) general aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and, to the extent that liability results from the acts or omissions of Contractor, the policy shall be endorsed to include the Town and the Town's officers, employees, and consultants as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Business Automobile liability insurance with minimum combined single limits of at least one million ($1,000,000) each occurrence. C. Any insurance carried by the Town, its officers, its employees, or its consultants shall be excess and not contributory insurance to that provided by Contractor. D. Contractor shall provide to the Town a certificate of insurance as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect. The certificate shall identify this Contract and shall provide that the coverages afforded under the policies shall not be cancelled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the Town. The Town reserves the right to request and receive a certified copy of any policy and any endorsement thereto. 6.04 PERFORMANCE AND PAYMENT BOND: Intentionally deleted. PART 7. PAYMENT 7.01 PROGRESS PAYMENTS: A. The Town shall make periodic progress payments to Contractor within thirty (30) days following the Project Manager's approval of the Work completed. A progress payment shall be made only after Contractor has submitted an application for a progress payment on a form approved by the Project Manager, and if requested by the Project Manager, Contractor shall submit copies of invoices from subcontractors or supplies and partial waivers executed by each. B. Progress payments shall be in an amount equal to ninety percent (90 %) of the Work actually completed until fifty percent (50 %) of the total Work, as reasonably determined by the Project Manager, is completed. Such determination shall include materials and equipment not incorporated in the Work but delivered to the work site and suitably stored. After fifty percent (50 %) of the total Work is completed, no additional retainage shall be held. C. If Contractor fails to complete any required Work within the time period agreed between Contractor and the Project Manager, or within any time period set forth in the Contract Documents, as modified or extended, the Town is expressly authorized to withhold any progress payment for such Work until such Work is completed. 7.02 FINAL PAYMENT: Upon final acceptance of the Work, the Town shall make final payment to Contractor pursuant to C.R.S. § 38 -26 -107. 7.03 LIQUIDATED DAMAGES: Intentionally deleted. 7.04 ORAL AGREEMENTS PROHIBITED: This Contract is expressly subject to the provisions of C.R.S. § 29 -1- 110(1), and Contractor acknowledges that neither the Town nor any employee or agent thereof is authorized to expend or contract for the expenditure of any monies in excess of those appropriated by the Vail Board of Trustees. The Town acknowledges that sufficient funds have been appropriated to pay the Contract Price, but Contractor shall not rely upon the appropriation of any funds in addition to those already appropriated unless and until the same are lawfully appropriated by the Vail Board of Trustees. 7.05 ITEMS NOT INCLUDED IN BID: Intentionally deleted. 7.06 CHANGES IN THE WORK: A. Any modification, addition or omission to the scope of the Work resulting in a change in the Contract Price or Construction Schedule shall be set forth in a written change order ( "Change Order ") signed by both the Town and Contractor, reflecting the nature of the change, any increase or decrease in the Contract Price, and any increase or decrease in the time for completion of the Work to be performed by Contractor. Contractor shall not be responsible for any work other than the Work as modified by Change Order. All terms and conditions of this Contract shall be deemed incorporated into the Change Order. B. The Town or Contractor may initiate a change by issuing either a request for proposal to Contractor or a proposed Change Order. After receipt of a request from the Town, Contractor shall prepare and submit a cost proposal for the requested change. If the Town and Contractor are unable to reach an agreement as to the cost of any additional work to be reflected in a Change Order, the Town may direct Contractor, by written order, to proceed with the work involved. The price of such work shall then be determined on a time and materials basis under Contractor's Schedule of Rates on the basis of the expenditures and savings of those performing the work attributable to the change, including prices of materials, equipment, subcontractors and construction labor, including reasonable project management, supervision, general conditions, contingency and general liability insurance, plus overhead and profit (calculated as ten percent (10 %)), to Contractor. 7.07 BID PRICE ADJUSTMENTS: Intentionally deleted. 7.08 ELEVE NATED ITEMS: Should any items contained in the Contract Documents be found unnecessary for completion of the Work, the items shall be eliminated. The Contract Price shall be modified through written change order, and the amount of the change order shall be the eliminated quantity multiplied by the unit price stated in the Proposal, minus any reasonable costs incurred by Contractor for the eliminated items. Reasonable costs shall be determined by the Project Manager based on information provided by Contractor, and may include mobilization of eliminated materials and equipment mobilization costs, if the sole purpose of the equipment was to place the eliminated material. In no case shall the costs exceed the amount of the eliminated items. 7.09 MATERIALS STORED BUT NOT INCORPORATED: Payments may be made to Contractor for materials stored on the work site but not incorporated into the Work as evidenced by invoices or cost analyses of material produced, if the material has been fabricated or processed and is ready for installation into the Work and conforms with the Contract Documents. Payments shall not exceed eighty -five percent (85 %) of the price shown in the Proposal or one hundred percent (100 %) of the certified invoice cost of the stockpiled material, whichever is less. Payment for stockpiled materials shall not relieve Contractor of responsibility for loss or damage to the material. Payment for living plant materials or perishable materials shall not be made until the living or perishable material is made an integral part of the finished Work. 7.10 COST RECORDS: Contractor shall make cost records available to the Town if the Town deems it necessary to determine the validity and amount of any item claimed. PART 8. MISCELLANEOUS 8.01 PUBLICATIONS: Any and all publications relating to the Work and authored by Contractor or any of its subcontractors shall be submitted to the Town for its prior written approval of the content of the publication. N the Town disapproves of the content of the publication, the author shall withdraw it from publication. The term "publication" as used herein shall include articles or letters to be published in any newspaper, magazine, trade journal or other periodical. 8.02 CONFIDENTIALITY: Any and all reports, information, date, statistics, forms, designs, plans, procedures, systems, studies and any other communication form of knowledge given to or prepared or assembled by Contractor under this Contract shall, to the extent authorized and permitted by law, be kept as confidential and not be made available by Contractor to any individual, company or organization without the prior written consent of the Town. Notwithstanding the foregoing, Contractor shall not be restricted from releasing information in response to a subpoena, court order, or legal process, but Contractor shall notify the Town in writing before responding. 8.03 INDEPENDENT CONTRACTOR: Contractor, for all purposes arising out of this Contract, is an independent contractor and not an employee of the Town. It is expressly understood and agreed that Contractor shall not be entitled to any benefits to which the Town's employees are entitled, such as overtime, retirement benefits, worker's compensation, injury leave or other leave benefits. 8.04 CONFLICTS: Should any conflict arise in the Contract Documents, the order of precedence is as follows: 1. Construction Contract. 2. deleted. 3. General Provisions. 4. Supplemental Specifications, if any. 5. Detailed Plans (Calculated dimensions will govern over scaled dimensions), if any.