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HomeMy WebLinkAboutARROWHEAD TRAILS - CONTRACT - RFP - P1113 TRAIL DESIGN AND CONSTRUCTION FOR SOAPSTONE AND BOBCAT NATURAL AREASSPECIFICATIONS AND CONTRACT DOCUMENTS P1113 TRAIL DESIGN AND CONSTRUCTION AT SOAPSTONE PRAIRIE BOBCAT RIDGE NATURALAREA where renewal is a way of life and binding upon OWNER and DESIGNBUILDER who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision 13 06 The Contract Documents shall constitute public records under the Colorado Public Records Act and shall be available for public review upon request except for the Audited Financial Statement of DESIGNBUILDER included in DESIGNBBUILDER S Proposal IN WITNESS WHEREOF OWNER and DESIGNBUILDER have signed this Agreement in duplicate One counterpart each has been delivered to OWNER and DESIGNBBUILDER All portions of the Contract Documents have been signed initiated or identified by OWNER and DESIGNBUILDER This Agreement will be effective on June 27 2008 E City of Fort Collins a Municipal Corporation By Ja es B O Neill II CPPO FNIGP Du for of Purchasing and Risk Management Date Address for giving notices Designated Representative Name John Stephen Title Senior Buyer Address PO 580 Phone 970-221 6777 Facsimile 970-221 6707 10 DESIGNBUILDER Arrowhead Trails Inc By Name TavS/ SODNE Title AZ�S1aniT/D�,inlEX Date lt*-w 1994 ATTEST Address for giving notices Iliz i C,E Zc/a Sfiz/n,R� co 8/ao� License No (If DESIGNBUILDER is a corporation attach evidence of authority to sign ) Designated Representative Name I /ii'N &1A LA m -a ee -r Title V �s$!vr*dT / Owium Address Z / C A' 2 VC Phone 9/1? 539 Z5//7 Facsimile 00410Proposal Bond 00530 Notice to Proceed 00610 Performance Bond 00615 Payment Bond 00630 Certificate of Insurance 00635 Certificate of Substantial Completion 0064C Certificate of Final Acceptance 00650 Lien Waiver Release (CONTRACTOR) 00660 Consent of Surety 00670 Application for Exemption Certificate 1 SECTION 00410 PROPOSAL BOND KNOW ALL MEN By THESE PRESENTS that we the undersigned as Principal and old Republic Surety as Surety are hereby held and firmly bound unto the City of Fort Collins Colorado, as OWNER in the sum of $ 5% of 9903npannn_rn bid for the payment of which well and truly to be made we hereby jointly and severally bind ourselves, successors and assigns THE CONDITION of this obligation is such that whereas the Principal has submitted to the City of Fort Collins Colorado the accompanying Proposal and hereby made a part hereof to enter into a Construction Agreement for the construction of Fort Collins Protect xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx*xxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx NOW THEREFORE (a) If said Proposal shall be rejected or (b) If said Proposal shall be accepted and the Principal shall execute and deliver a Contract in the form of Contract attached hereto (properly completed in accordance with said Proposal) and shall furnish a BOND for his faithful performance of said Contract and for payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the Agreement created by the acceptance of said Proposal then this obligation shall be void otherwise the same shall remain in force and effect it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event exceed the penal amount of this obligation as herein stated The Surety for value received hereby stipulates and agrees that the obligations of said Surety and its BOND shall be in no way impaired or affected by any extension of the time within which the OWNER may accept such Proposal, and said Surety does hereby waive notice of any such extension Surety Companies executing bonds must be authorized to transact business in the State of Colorado and be accepted by the OWNER 7/96 Section 00410 Page 1 IN WITNESS WHEREOF the Principal and the Surety have hereunto set their hands and seals this 17th day of March 209a and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers the day and year first set forth above PRINCIPAL SURETY Name —Arrowhead Trail-. IncOld Reo1121r y Address 11121 CPun-LY— Road 74n Sal3.99 CO 81201 By Title Tony Boone, President ATTEST By Cam/ Leanne P Read (SEAL) 7/96 Section 00410 Page 2 1501 42nd Street Des Moines IA 50266 By Title Eric B and r Attorney-in-Fac hillIIII Ih� *OLDSREP�LIC I 1 *** KNOW ALL MEN BY THESE PRESENTS does make constitute and appoint ERIC B LUNDBERG, DIAHANN W WELDON, OF DENVER, CO POWER OF ATTORNEY That OLD REPUBLIC SURETY COMPANY a Wisconsin stock insurance corporation L GIORNO KRIS BIELAK, VALERIE J BROWN, ROBERT its true and lawful Attomey(s) in Fact with full power and audiorr y not exceeding $10 000 000 for and on behalf of the company aS surety to execute and deliver and affix the seal of the cornparry thereto (if a seal is required) bonds undertakings recognizances or other written obligations in the nature thereof (otherthan bail bonds bankdepository bonds mortgage deficiency bonds mortgage guaranty bonds guarantees of installment paper and note guaranty bonds sell insurance workers compensation bonds guaranteeing payment of benefits asbestos abatement contract bond% waste management bonds hazardous waste remediation bonds or black lung bonds) as follows ALL WRITTEN II3STRUMENTS IN AN AMOUNT NOT TO EXCEED AN AGGREGATE OF ONE MILLION DOLLARS($1,000,000)-------------------------- FOR ANY SINGLE OBLIGATION, REGARDLESS OF THE NUMBER OR INSTRUMENTS ISSUED FOR THE OBLIGATION and to bind OLD REPUBLIC SURETY COMPANY thereby and all of the acts of said Attorneys In Fact pursuant to these presents are ratdied and confirmed This document is not valid unless printed on colored background and is multi-dolored This appointment is made under and by authority of the board of directors at a special meeting held on February 18 1982 This Power of Attierney is signed and sealed by facsimile under and by the authority of the following resolutions adopted by the board of directors of the OLD REPUBLIC SURETY COMPANY on February 18 1982 RESOLVED that the president any vice president or assistant vice president in conjunction with the secretary or any assistant secretary may appoint attorneys in fact or agents with authority as defined or limited in the instrument evidencing the appointment in each case for and on behalf of the company to execute and deliver and affix the seal of the company to bonds undertakings recog nizances and suretyship o¢{igations of all kinds and said officers may remove any such attorney -in fact or agent and revoke any Power of Attorney previously granted to such person RESOLVED FURTHER that any bond undertaking recognizance or suretyship obligation shall bevalfd and binding upon the Company (1) when Signed by the presdent any vim president or assistant vice president and attested and seeked(if a seal be required) by any secretaryorassistant secretary or (n) when signed bythe president any vice president or as$rStantvice president secretary gr asetstant secretary and courtteisignedend sealed (if a seal be required) by a duly authorized attorney in fact or agent or (iu) when duly executed and sealed (f a seal be required) by one or more attorneys in fact or agents pursuant to and within the 1§nfts of the authority evidenced by the Power of Attorney issued by the company to such person or persons RESOLVED FURTHER thatthe signature of any authorized officer and the seal of the company may be affixed by facsimile to any Powerd Attorney or certification teed authorwng the execution and delivery of artybatd undertaking recogi or other suretyship obligations dthe c o mipanyand such signature and seal when so used shall have the same force and effect as though manually affixed IN WITNESS WHEREOF OLD REPUBLIC SURETY COMPANY has caused these presents to be signed by its proper officer and its corporate seal to be affixed this 25TH day of SEPTEMBER 2007 OLD REPUBLIC SURETY COMPANY Assistant Secretary%, '� S president STATE OF WISCONSIN COUNTY OF WAUKESHA SS a On this 25TH day of SEPTEMBER, 2007 personally came before me GERALD C LEACH and RICK A JOHNSON to me known to be the individuals and officers of the OLD REPUBLIC SURETY COMPANY who executed the above instrument and they each acknowledged the execution of the same and being by me duly sworn did severally depose and say that they are said officers of the corporation aforesaid and that the seal affixed to the above instrument is the seal of the corporation and that said corporate seal and their signatures as such officers were duly affixed and subw4bed to the said instrument by the authority of the board of directors of said corporation p011 A e {lp Notary Public L 'V1 0 0 My commission expires 01J18 2009 CERTIFICATE I the undersigned assistant secretary of the OLD REPUBLIC SURETY COMPANY a Wisconsin corporation CERTIFY that the foregoing and attached Power of Attorney remains in full force and has not been revoked and furthermore that the Resolutions of the board of directors 595 rth in the Power of Attorney are now in force SEAL Signed and sealed at the City of Brookfield WI this —day of &EALJ nn ��< GKS INS AO CY, INC ORSC 22262 f2/071 00530 NOTICE TO PROCEED Description of Work P1113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area To Arrowhead Trails Inc This notice is to advise you That the contract covering the above described Work has been fully executed by the CONTRACTOR and the OWNER That the required CONTRACTOR's Performance Bond and Payment Bond have been received by the OWNER That the OWNER has approved the said Contract Documents Therefore, as the CONTRACTOR for the above described Work, you are hereby authorized and directed to proceed within (_) calendar days from receipt of this notice as required by the Agreement Dated this day of , 20_ The dates for Substantial Completion and Final Acceptance shall be , 20_ and 20, respectively City of Fort Collins OWNER By Title ACKNOWLEDGMENT OF NOTICE Receipt of the above Notice to Proceed is hereby acknowledged this day of 2p CONTRACTOR Arrowhead Trails, Inc By Title 7/96 Section 00530 Page 1 SECTION 00610 PERFORMANCE BOND Bond No RCN578480 KNOW ALL MEN BY THESE PRESENTS that (Firm) Arrowhead Trails, Inc (Address)11121 County Road 240, Salida CO 81201 (an Individual) (a Partnership), (a Corporation), hereinafter referred to as the "Principal" and (Firm) Old Republic Surety (Address) 1501 42nd Street, West Des Moines IA 50266 hereinafter referred to as "the Surety", are held and firmly bound unto City of Fort Collins 300 Laporte Ave, Fort Collins, Colorado 80522 a (Municipal Corporation) hereinafter referred to as the "OWNER" in the penal sum of $564,742 00 in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, successors and assigns, jointly and severally firmly by these presents THE CONDITIONS OF THIS OBLIGATION are such that whereas the Principal entered into a certain Agreement with the OWNER, dated the 27" day of June 2008 a copy of which is hereto attached and made a part hereof for the performance of The City of Fort Collins project P1113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area NOW THEREFORE, if the Principal shall well, truly and faithfully perform its duties, all the undertakings, covenants, terms, conditions and agreements of said Agreement during the original term thereof, and any extensions thereof which may be granted by the OWNER, with or without Notice to the Surety and during the life of the guaranty period, and if the Principal shall satisfy all claims and demands incurred under such Agreement, and shall fully indemnify and save harmless the OWNER from all cost and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the OWNER all outlay and expense which the OWNER may incur in making good any default then this obligation shall be void, otherwise to remain in full force and effect 7/96 Section 00610 Page 1 PROVIDED, FURTHER that the said Surety for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the Work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligation on this bond and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work or to the Specifications PROVIDED, FURTHER, that no final settlement between the OWNER and the CONTRACTOR shall abridge the right of any beneficiary hereunder whose claim may be unsatisfied PROVIDED FURTHER, that the Surety Company must be authorized to transact business in the State of Colorado and be acceptable to the OWNER IN WITNESS WHEREOF, this instrument is executed in four (4) counterparts, each one of which shall be deemed an original, this 14th day of July 2 0Q8 IN PRESENCE OF -04 Leanne Read IN PRESENCE OF (Surety Seal) NOTE Principal Arrowhead Trails, Inc manna Lambe�:t Vice—President/Owner (Title) 11121 County Road 240 Salida CO 81201 (Address) Other Partners By By Surety Old Republic Surety By Eric B Lun Attorney —in —Fact By AO40 w 8 201 (Address) Date of Bond must not be prior to date of Agreement If CONTRACTOR is Partnership all partners should execute Bond 7/96 Section 00610 Page 2 Ilk OLD Surety Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS That OLD REPUBLIC SURETY COMPANY a Wisconsin stock insurance corporation does make constitute and appoint ERIC B LUNDBERG, DIAHANN L GIORNO, KRIS BIELAK, VALERIE J BROWN, ROBERT W WELDON, OF DENVER, CO its true and lawful Attorney(s) in Fact with full power and authordy not exceeding $10 000 000 for and on behalf of the company as surety to execute and deliver and affix the seal of the company thereto (if a seal is required) bonds undertakings recognizances or other wntten obligations in the nature thereof (otherthan bad bonds bankdeposdory bonds mortgage deficiency bonds mortgage guaranty bonds guarantees of installment paper and note guaranty bonds self insurance workers compensation bonds guaranteeing payment of benefits asbestos abatement contract bonds waste management bonds hazardous waste remediation bond or black lung bonds) as follows ALL WRITTEN INSTRUMENTS IN AN AMOUNT NOT TO EXCEED AN AGGREGATE OF ONE MILLION DOLLARS($1,000,000)-------------------------- FOR ANY SINGLE OBLIGATION, REGARDLESS OF THE NUMBER OF INSTRUMENTS ISSUED FOR THE OBLIGATION and to bind OLD REPUBLIC SURETY COMPANY thereby and all of the acts of said Attorneys in Fact pursuant to these presents are ratified and confirmed This document is not valid unless printed on colored background and is multi colored This appointment is made under and by authority of the board of directors at a special meeting held on February 18 1982 This Power of Attorney is signed and sealed by facsimile under and by the authority of the following resolutions adopted by the board of directors of the OLD REPUBLIC SURETY COMPANY on February 18 1982 RESOLVED that the president any vice president or assistant vice president in conjunction with the secretary or any assistant secretary may appoint attorneys in fact or agents with authority as defined or limited in the instrument evidencing the appointment in each case for and on behalf of the company to execute and deliver and affix the seal of the company to bonds undertakings recog nizances and suretyship obligations of all kinds and said officers may remove any such attorney -In fact or agent and revoke any Power of Attorney previously granted to such person RESOLVED FURTHER that any bond undertaking recognizance or suretyship obligation shall bevalid and binding upon the Company (1) when signed by the president any vice president or assistant vice president and attested and sealed (d a seal be required) by any secretaryor assistant secretary or (n) when signed by the president any vice president or assistant vice president secretary or assistant secretary and oountersgned and sealed (if a seal be required) by a duly authorized attorney in fad or agent or (nQ when duly executed and sealed (if a seal be required) by one or more attorneys in fad or agents pursuant to and within the limits of the authority evidenced bythe Power of Attorney issued by the company to such person or persons RESOLVED FURTHER thatthe signature of any authorized officer and the seal of the company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond undertakng recognizance or other suretyship obligations of the oomparyand such signature and seal when so used shall have the same force and effect as though manually affixed IN WITNESS WHEREOF OLD REPUBLIC SURETY COMPANY has caused these presents to be signed by its proper officer and its corporate seal to be affixed this 25TH day of SEPTEMBER, 2007 OLD REPUBLIC SURETY COMPANY p SOgry a 0 pp SEAL Assistant Secretary rwr Pres--� ident �rT STATE OF WISCONSIN COUNTY OF WAUKESHA SS On this 25TH day of SEPTEMBER, 2007 personally came before me GERALD C LEACH and RICK A JOHNSON to me known to be the individuals and officers of the OLD REPUBLIC SURETY COMPANY who executed the above instrument and they each acknowledged the execution of the same and being by me duly sworn did severally depose and say that they are said officers of the corporation aforesaid and that the seal affixed to the above instrument is the seal of the corporation and that said corporate seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority of the board of directors of said corporation _ Notary Public J'A PUBNO 1Fie0, W\so0?fF My commission expires 01/18/2009 CERTIFICATE I the undersigned assistant secretary of the OLD REPUBLIC SURETY COMPANY a Wisconsin corporation CERTIFY that the foregoing and attached Power of Attorney remains in full force and has not been revoked and furthermore that the Resolutions of the board of directors set forth in the Power of Attorney are now in force 40-3595 SUR, 4c GKS INSURA*p F,GW4CY, Signed and sealed at the City of Brookfield WI this 14th day of INC ORSC 22262 (2/07) Assistant NOTICE OF AWARD Date June 27, 2008 TO Arrowhead Trails, Inc PROJECT P1113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area OWNER CITY OF FORT COLLINS (hereinafter referred to as "the OWNER") You are hereby notified that your Bid dated March 19, 2008 for the above project has been considered You are the apparent successful Bidder and have been awarded an Agreement for P1113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area The Price of your Agreement is One Hundred Seventy Six Thousand Nine Hundred Thirty Dollars ($176,930) for PHASE I, Three Hundred Eighty Seven Thousand Eight Hundred Twelve Dollars ($387,812) for PHASE II, a total of Five Hundred Sixty Four Thousand Seven Hundred Forty Two Dollars ($564,742) Three (3) copies of each of the proposed Contract Documents accompany this Notice of Award You must comply with the following conditions precedent within fifteen (15) days of the date of this Notice of Award, that is by July 14, 2008 1 You must deliver to the OWNER three (3) fully executed counterparts of the Agreement including all the Contract Documents Each of the Contract Documents must bear your signature on the cover of the page 2 You must deliver with the executed Agreement the Contract Security (Bonds) as specified in the Instructions to Bidders General Conditions (Article 5 1) and Supplementary Conditions Failure to comply with these conditions within the time specified will entitle OWNER to consider your Bid abandoned, to annul this Notice of Award and to declare your Bid Security forfeited Within ten (10) days after you comply with those conditions, OWNER will return to you one (1) fully -signed counterpart of the Agreement with the Contract Documents attached of Fort Collins OWNER By James B O'Neill, II, CPPO, FNIGP /VI_Director of Purchasing & Risk Management /?/V7/o6 Section 00510 Page 1 u� 1, SECTION 00615 PAYMENT BOND Bond No RCN578480 KNOW ALL MEN BY THESE PRESENTS that (Firm) Arrowhead Trails, Inc (Address) 11121 County Road 240, Salida CO 81201 (an Individual), (a Partnership), (a Corporation), hereinafter referred to as the "Principal" and (Firm) Old Republic Surety (Address) 1501 42nd Street, West Des Moines IA 50266 hereinafter referred to as "the Surety", are held and firmly bound unto the City of Fort Collins 300 Laporte Ave Fort Collins Colorado 80522 a (Municipal Corporation) hereinafter referred to as "the OWNER", in the penal sum of $564,742 00 in lawful money of the United States, for the payment of which sum well and truly to be made we bind ourselves, successors and assigns, jointly and severally, firmly by these presents THE CONDITIONS OF THIS OBLIGATION are such that whereas the Principal entered into a certain Agreement with the OWNER, dated the 27° day of June 2008, a copy of which is hereto attached and made a part hereof for the performance of The City of Fort Collins project 21113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area NOW, THEREFORE, if the Principal shall make payment to all persons, firms subcontractors, and corporations furnishing materials for or performing labor in the prosecution of the Work provided for in such Agreement and any authorized extension or modification thereof, including all amounts due for materials, lubricants, repairs on machinery equipment and tools, consumed rented or used in connection with the construction of such Work, and all insurance premiums on said Work, and for all labor, performed in such Work whether by subcontractor or otherwise, then this obligation shall be void otherwise to remain in full force and effect 7/96 Section 00615 Page 1 PROVIDED FURTHER that the said Surety for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the Work to be performed I thereunder or the Specifications accompanying the same shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work or to the Specifications I, PROVIDED, FURTHER, that no final settlement between the OWNER and the CONTRACTOR shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied PROVIDED, FURTHER, that the Surety Company must be authorized to transact business in the State of Colorado and be acceptable to the ' OWNER ' IN WITNESS WHEREOF, this instrument is executed in four (4) counterparts each one of which shall be deemed an original, this 14th day of Ju1V 20,Q8 IN PRESENCE OF Prinnc—i—ppaall Arrowhead Tryailss� Inc Leanne Read Danna Lambert t Virg -Prey dent/ownP (Title) 11121 County Road 240 DT�� �4.allda Cl1 91201 Q� �yPOgq�sy (Address) (Corpo al) ' IN PRE N E "-f = L Other Partners JbQA IN PRESENCE OF (Surety Seal) NOTE 7/96 OB -5�'lf Surety Old B Republic urety By Eric B Lundb Attorney —in —Fact rney —in—Fa9cSEt By A L" f€ 1201 (Address) Date of Bond must not be prior to date of Agreement If CONTRACTOR is Partnership all partners should execute Bond Section 00615 Page 2 ply �I 'F* � II lu * Surety OLD RERBLIC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS does make constitute and appoint ERIC B LUNDBERG, DIAHANN W WELDON, OF DENVER, CO That OLD REPUBLIC SURETY COMPANY a Wisconsin stock insurance corporation L GIORNO, KRIS BIELAK, VALERIE J BROWN, ROBERT its true and lawful Attomey(s) in Fact with full power and authority not exceeding $10 000 000 for and on behalf of the company as surety to execute and di and affix the seal of the company thereto (if a seal is required) bonds undertakings recognizances or other written obligations in the nature thereof (otherthan to at bonds bankdeposftory bonds mortgage deficiency bonds mortgage guaranty bonds guarantees of installment paper and note guaranty bands self insurance workers compensation bonds guaranteeing payment of benefits asbestos abatement contract bonds waste management bonds hazardous waste remediation bonds or black lung bonds) as follows ALL WRITTEN INSTRUMENTS IN AN AMOUNT NOT TO EXCEED AN AGGREGATE OF ONE MILLION DOLLARS($1,000,000)-------------------------- FOR ANY SINGLE OBLIGATION REGARDLESS OF THE NUMBER OF INSTRUMENTS ISSUED FOR THE OBLIGATION and to bind OLD REPUBLIC SURETY COMPANY thereby and all of the acts of said Attorneys in Fact pursuant to these presents are ratified and confirmed This document is not valid unless printed on colored background and is multi colored This appointment is made under and by authority of the board of directors at a special meeting held on February 18 1982 This Power of Attorney is signed and sealed by facsimile under and by the authority of the following resolutions adopted by the board of directors of the OLD REPUBLIC SURETY COMPANY on February 18 1982 RESOLVED that the president any vice president or assistant vice president in conjunction with the secretary or any assistant secretary may appoint attorneys in fact or agents with authority as defined or limited in the instrument evidencing the appointment in each case for and on behalf of the company to execute and deliver and affix the seal of the company to bonds undertakings recog nizances and suretyship obligations of all kinds and said officers may remove any such attorney in fact or agent and revoke any Power of Attorney previously granted to such person RESOLVED FURTHER that any band undertaking recognizance or suretyship obhgation shall bevalid and binding upon the Company (i) when signed by the president any vice president or assistant vice president and attested and sealed (if a seal be required) by any secretaryor assistant secretary or (n) when signed by the president any vice president or assistant vice president secretary or assistant secretary and countersigned and sealed (if a seal be required) by a duly authorized attorney in fact or agent or (a) when duly executed and sealed (if a seal be required) by one or more attorneys in fact or agents pursuant to and within the limits of the authority evidenced by the Power of Attorney issued by the company to such person or persons RESOLVED FURTHER that the signature of any authorized officer and the seal of the company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond undertaking recogn¢ance or other suretyship obligations of the company and such signature and seal when so used shall have the same force and effect as though manually affixed IN WITNESS WHEREOF OLD REPUBLIC SURETY COMPANY has caused these presents to be signed by its proper officer and its corporate seal to be affixed this 25TH day of SEPTEMBER, 2007 w OLD REPUBLIC SURETY COMPANY e .00 SegFTT 3 oSEAL Assistant Secretary : rw\ Presidentr--- STATE OF WISCONSIN COUNTY OF WAUKESHA SS On this 25TH day of SEPTEMBER, 2007 personally came before me GERALD C LEACH and RICK A JOHNSON to me known to be the individuals and officers of the OLD REPUBLIC SURETY COMPANY who executed the above instrument and they each acknowledged the execution of the same and being by me duly sworn did severally depose and say that they are said officers of the corporation aforesaid and that the seal affixed to the above instrument is the seal of the corporation and that said corporate seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority of the board of directors of said corporation � N9TPN1 9 Notary Public Au.a,W >r 1r0 OppOOi a My commission expires 01/18/2009 CERTIFICATE I the undersigned assistant secretary of the OLD REPUBLIC SURETY COMPANY, a Wisconsin corporation CERTIFY that the foregoing and attached Power of Attorney remains in full force and has not been revoked and furthermore that the Resolutions of the board of directors set forth in the Power of Attorney are now in force 40-3595 Signed and sealed at the City of Brookfield WI this 14th day of Jt SEAL GKS INSAGACY, INC Assistant Secretary ORSC 22262 (2/07) SECTION 00630 CERTIFICATE OF INSURANCE CONTRACTOR shall insert his own standard form for Certificate of Insurance 7/96 Section 00630 Page 1 ACORD_ CERTIFICATE OF LIABILITY INSURANCE �....wm THIS CERTIFICATE IS VO GK$ Salida M Highway 50 Salida 3alitia CO 81201 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW INSURERS AFFORDING COVERAGE NAIL A Phone 719-539-0144 Fax 719-539-4696 INSURED INSURER Allied Group if 44QQ�head TTtyvrayD1i�lls In I&Anq 0 INSURERS PinnaCOl Assurance INSURERC INSURERD $ii� CO 81201 COVERAGES NSURER E THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAYPERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIARS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LTR NO ME OF INSURANCE Laa JTT POLICY NUMBER DATE MMDDIYY DATE MMID LIMITS A X X COLaIERCW.GENERALLIgBILRV CLAIMS MADE FX] OCCUR ACP7502406357 10/15/07 10/15/08 EACH OCCURRENCE S 1 000 000 PREMISES Eaoavacs $100 000 MED EXP (My me panm) S 5 000 PERSONAL S AOV INJURY $1 000 000 GEML AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2 000 000 PRODUCTS COMPDP AGG $2 000 000 X POLICY JPEPR LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNEDAUTOS COMBINED SINGLE LIMB $1, 000, 000 BODILY INJURY (Pa erm P) S A A X SCHEDULEDAUTOS HIRED AUTOS ACP7502406357 10/15/07 10/15/08 X X BODILY JURY(Par aocdw) $ A NON-0WNEDAUTOS PROPERTY DAMAGE (Per a dent) S GARAGE LIABILITY ANY Auto N/AAUTOONLY EAACCIDENT $NO COVZRR= OTHER THAN EA ACC AUTO ONLY AGG $ NO COVERAGE EXCESBDMBRBLIA LIABILITY SNO COVERAGE OCCUR CLAIMS MADE N/A EACH OCCURRENCE S ND COVEIAGE AGGREGATE $ NO COVERA68. S DEDUCTIBLE S RETENTION S WORKERS COMPSAMATION AND S B EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEIVEXECUTIVE 4000420 EXCLUDED? X TORY LINTS ER 05/01/07 05/01/08 EL EACH ACCIDENTOFFICERBEMBER S 10) QQD yp SPE41 de be wV MR{ ENPx EL DISEASE EAEMPL S 1QQ GDD OTHER EL DISEASE POLICYLWIT S 5QQ DQQ DESCRIPTION OF OPERATK)NE) LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECULL pRO11310NS Trail Building and Maintenance City of Fort Collins named as "Additional appear in the general liability coverage Insured" as their interest may CITYFTC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATD City of Fort Stephen Collins DATETHEREOFTHE ISSUINGINSURERWILLENDEAVORTOMAIL 1Q ATTN John Stephen DAYS WRITTEN PO Box 580 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT BUT FAILURE TO DO SO SHALL 300 LaPorte Avenue IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Fort Collins CO 80522 REPRPRFNTAT c IMPORTANT If the certificate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) If SUBROGATION IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s) authorized representative or producer and the certificate holder nor does it affirmatively or negatively amend extend or alter the coverage afforded by the policies listed thereon ACORD SECTION 00635 CERTIFICATE OF SUBSTANTIAL COMPLETION TO CITY OF FORT COLLINS (OWNER) DATE OF SUBSTANTIAL COMPLETION PROJECT TITLE 21113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area PROJECT OR SPECIFIED PART SHALL LOCATION Fort Collins, Colorado INCLUDE OWNER City of Fort Collins CONTRACTOR _Arrowhead Trails, Inc CONTRACT DATE June 27, 2008 The Work performed under this contract has been inspected by authorized representatives of the OWNER, CONTRACTOR, and the ENGINEER and the project (or specified part of the project, as indicated above) is hereby declared to be substantially completed on the above date A tentative list of items to be completed or corrected is appended hereto This list may not be exhaustive, and the failure to include an item on it does not alter the responsibility of the CONTRACTOR to complete all the Work in accordance with the Contract Documents ENGINEER DATE The CONTRACTOR accepts and agrees to complete the time indicated AUTHORIZED REPRESENTATIVE the above Certificate of Substantial Completion and correct the items on the tentative list within By CONTRACTOR AUTHORIZED REPRESENTATIVE DATE The OWNER accepts the project or specified area of the project as substantially complete and will assume full possession of the project or specified area of the project at 12 01 a m , on The responsibility for heat, utilities, security, and insurance under the Contract Documents shall be as set forth under "Remarks" below CITY OF FORT COLLINS, COLORADO By OWNER AUTHORIZED REPRESENTATIVE DATE 7/96 Section 00635 Page 1 SECTION 00640 CERTIFICATE OF FINAL ACCEPTANCE 20 TO Arrowhead Trails Inc Gentlemen You are hereby notified that on the day of 20_, the City of Fort Collins, Colorado, has accepted the Work completed by for the City of Fort Collins pro3ect,P1113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area A check is attached hereto in the amount of $ as Final Payment for all Work done, subject to the terms of the Contract Documents which are dated June 27, 2008 In conformance with the obligations and guarantees the following date Sincerely, Contract Documents for this project, your will continue for the specified time from OWNER City of Fort Collins By Title ATTEST Title 7/96 Section 00640 Page 1 SECTION 00650 LIEN WAIVER RELEASE (CONTRACTOR) TO City of Fort Collins, Colorado (OWNER) FROM Arrowhead Trails, Inc (CONTRACTOR) PROJECT P1113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area 1 The CONTRACTOR acknowledges having received payment, except retainage from the OWNER for all work, labor, skill and material furnished, delivered and performed by the CONTRACTOR for the OWNER or for anyone in the construction, design, improvement, alteration, addition or repair of the above described project 2 In consideration of such payment and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the CONTRACTOR voluntarily waives all rights claims and liens, including but not limited to mechanic's liens, Miller Act claims (40 U S C A 270 a and b), stop notices, equitable liens and labor and material bond rights which the CONTRACTOR may now or may afterward have, claim or assert for all and any work labor, skill or materials furnished delivered or performed for the construction design, improvement, alteration, addition or repair of the above described project, against the OWNER or its officers, agents, employees or assigns, against any fund of or in the possession or control of the OWNER, against the project or against all land and the buildings on and appurtenances to the land improved by the project 3 The CONTRACTOR affirms that all work labor and materials furnished, delivered or performed to or for the construction, design, improvement, alteration, addition or repair of the project were furnished, delivered or performed by the CONTRACTOR or its agents, employees, and servants, or by and through the CONTRACTOR by various Subcontractors or materialmen or their agents, employees and servants and further affirms the same have been paid in full and have released in full any and all existing or possible future mechanic's liens or rights or claims against the project or any funds in the OWNER'S possession or control concerning the project or against the OWNER or its officers, agents, employees or assigns arising out of the project 7/96 Section 00650 Page 1 4 The CONTRACTOR agrees to defend and hold harmless the OWNER, the lender, if any, and the Surety on the project against and from any claim hereinafter made by the CONTRACTOR'S Subcontractors, materialmen, employees, servants, agents or assigns against the project or against the OWNER or its officers, employees, agents or assigns arising out of the project for all loss, damage and costs including reasonable attorneys fees, incurred as a result of such claims 5 The parties acknowledge that the description of the project set forth above constitutes and adequate description of the property and improvements to which this Lien Waiver Release pertains It is further acknowledged that this Lien Waiver Release is for the benefit of and may be relied upon by the OWNER, the lender, if any, and Surety on any labor and material bonds for the project Signed this day of , 20_ CONTRACTOR Arrowhead Trails Inc By Title ATTEST Secretary STATE OF COLORADO ) )ss COUNTY OF LARIMER ) Subscribed and sworn to before me this day of 20_, by Witness my hand and official seal My Commission Expires Notary Public 7/96 Section 00650 Page 2 THIS AGREEMENT is dated of the 27 day of June 2008 by and between the CITY OF FORT COLLINS COLORADO a municipal corporation (hereinafter called OWNER) and Arrowhead Trails Inc a (hereinafter called DESIGNBUILDER) OWNER AND DESIGNBUILDER in consideration of the mutual covenants hereinafter set forth agree as follows Article 1 WORK 101 DESIGN/BUILDER shall complete all Work as specified or indicated in the Owner- Design/Builder Contract Documents as set forth in Section 12 01 The Work is generally described as follows design and construction of recreational trails at Soapstone Prairie Natural Area and Bobcat Ridge Natural Area consisting of Valley Loop Lmdenmeier/Roman Loops Lmdenmeter ADA concrete East Trails retro East Trails new North Trails retro North Trails new South Trails retro West Trails retro and Red Mountain connections Article 2 THE PROJECT 201 The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as the design and construction of P1113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area Article 3 CONTRACT TIMES 301 Days to Achieve Substantial Completion and Final Payment A The Design Work for Soapstone Prairie Natural Area Lmdenmeter ADA concrete will be substantially completed on August 31 2008 as provided in paragraph 2 02 A of the General Conditions B The Work for Bobcat Ridge Natural Area Valley Loop ADA crusher fine from existing crusher fine to historic cabin will be substantially completed on December 31 2008 as provided in paragraph 2 02 A of the General Conditions C The Work for Soapstone Prairie Natural Area Lindenmeier/Roman Loops will be substantially completed on May 31 2009 as provided in paragraph 2 02 A of the General Conditions D The Work for Soapstone Prairie Natural Area East Trails retro (construction only) Addition of on -site source gravel material will be substantially completed on December 31 2009 as provided in paragraph 2 02 A of the General Conditions E The Work for Soapstone Prairie Natural Area East Trails new (machine built) will be substantially completed on December 31 2009 as provided in paragraph 2 02 A of the General Conditions 2 SECTION 00660 CONSENT OF SURETY TO City of Fort Collins Colorado (hereinafter referred to as the "OWNER") CONTRACTOR Arrowhead Trails, Inc PROJECT P1113 Trail Design and Construction at Soapstone Prairie & Bobcat Ridge Natural Area CONTRACT DATE June 27, 2008 In accordance with the provisions of the Contract between the OWNER and the CONTRACTOR as indicated above, for on bond of (Surety) hereby approves of the Final Payment to the CONTRACTOR, and agrees that Final Payment to the CONTRACTOR shall not relieve the Surety Company of any of its obligations to the OWNER, as set forth in the said Surety Company's Bond IN WITNESS WHEREOF, the Surety Company has hereunto set its hand this day of , (Surety Company) 0 ATTACH Power of Attorney and Certificate of Authority of Attorney(s)-in-Fact 7/96 Section 00670 Page 1 SECTION 00670 APPLICATION FOR EXEMPTION CERTIFICATE DR0172 (1no) COLORADO DEPARTNE W OF REVENUE DENyER COa02e1 CONTRACTOR APPLICATION DE RCale FOR EXEMPTION CERTIFICATE PursuardtoStati to Sedan39 %114(1Xa)WQ The exemption certificate for which you are applying must be used only for the purpose of purchasing construction and building materials for the exempt project described below This exemption does not include or apply to the purchase or rental of equipment supplies and materials which are purchased rented or consumed by the contractor and which do not become part of the structure highway road street or other public works=ned and used by the exempt organization Any unauthorized use of the exemption certificate will result in revocation ofyour exemption certificate and other penalties provided by law A separate certificate is required for eac h cc ntract Subcontractors will not be issued Certificates of Exemption by the Department of Revenue It is the responsibility ofthe prime contractor to issue certificates to each ofthe subcontractors (See reverse side) FAILURE TO ACCURATELY COMPLETE ALL BOXES WILL CAUSE THE APPLICATION TO BE DENIED so- tp cmva I baassgcdby Nud 89 0170 750 (999) i0 00 CONTRACTOR INFORMATION ra enema Pr, or oorp re m mailing address y State Zipyn -FV ac erson ale ress -ederal Smisloyer's demicalion Number -Tt'ra—mount foryour contract � e ae I I pM rumba m rg ix w m EXEMPTION INFORMATION °m°� "ca ogr«n Peslt areu«kaa wnae aCn�d lnio etgsyneunds'ult�bnMaD AewOueatlaciMd. Name o exemp organ¢a on ass own on con ec amp orgall2a on s number 98 ress o exemp orgen¢a on I y e Ip Prinapal contact at exempt organpe Ion Inapa -n c s aep one num or FhYsical locationo project site give acUal address wren sppcable an as anamr i7ounly les)erepryec is ocae sm.d Id r can wa wnaI EImIa �^ r wm"I a1 I dedare under penalty of pepury in the second degree that the statements made in this application are true and complete to the best of my knowledge Signature of owner partner or corsorate officar e o corpora le o cer uv NUI WRIIC UCLVW IHIS LIRE Section 00670 Page 1 Special Notice Contractors who have completed this application in the past please note the following changes in procedure The Department will no longer issue individual Certificates of exam pbon to subcontractors Only pnme contrac tors will receive a Contractors Exemption Certificate on exempt projects Upon receipt of the Certificate the prime contractor should make a copy for each subcontractor involved in the project and complete it by filling in the subcontractor s name and address and signing it The original Cerbfioate should always be retained by the prime contractor Copies of all Certificates that the prime contractor issued to subcontractors should be kept at the prime contractor s place of business for a minimum of three years and be available for inspection in the event of an audit Once an 89N has been assigned to you please use the next five numbers following it for any applications submitted for future projects This should be your permanent number For instance if you were assigned 89 12345.0001 every application submitted thereafter should contain 89 12345 on the application The succeed ing numbers will be issued by the Department of Revenue DO NOT enter what you believe to be the next in sequence as this may delay processing of your application Section 00670 Page 2 This document has important legal consequences consultation with an attorney is encouraged with respect to its use or modification This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Law City of Fort Collins changes to this document are shown by underlining text that has been added and sinking through text that has been deleted STANDARD GENERAL CONDITIONS OF THE CONTRACT BETWEEN OWNER AND DESIGN/BUILDER Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and n Issued and Published Jointly by A C E C National EngSocietyineers of veers American Society l� � l� Oprotessional Eng►neers An a C ' a ( Prohaslanal Eiipineeraln Pdeate Precllee ASCEof Civil Engineers PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE a practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN COUNCIL OF ENGINEERING COMPANIES AMERICAN SOCIETY OF CIVIL ENGINEERS E)CDC D 700 Standard General Condmons of the Contras Between Owner and Desiga/Budder Copyright C2002 National Society of Professional Engineers for E)CDC All nghu reserved E]CDC D 700 Standard General Condsnons of We Contract Between Owner and Design/Builder Copyright 02002 National Sactety of Professional Engineers for EJCDC All nghts reserved These General Conditions have been prepared for use with either one of the two Agreements between Owner and Design/Builder (Nos D 520 and D-525 2002 Editions) of the Engineers Joint Contract Documents Committee Their provisions are interrelated and a change in one may necessitate a change in the others The suggested language and instructions contained in the Guide to Use of EJCDC Design/Build Documents (No D-001 2002 Edition) is also carefully interrelated with the language of these General Conditions The Guide also contains comments concerning the use of the General Conditions Copyright ©2002 National Society of Professional Engineers 1420 King Street, Alexandra, VA 22314 2794 American Council of Engineering Companies 101515th Street N W , Washington, DC 20005 American Society of Civil Engineers 1501 Alexander Bell Dnve, Reston, VA 20191 4400 FJCDC D-700 Standa d General Cond t o of the Contract Between Dane and Des gNB dder Copynght 02002 National Soc ety of Profess noel Engmee fo FJCDC eW ighta «sery d TABLE OF CONTENTS Page ARTICLE 1 — DEFINITIONS AND TERMINOLOGY I 10 1 Defined Terms I 102 Termmnologv 3 ARTICLE 2 — PRELIMINARY MATTERS 4 201 Delivery of Bonds 4 202 Commencement of Contract Times Notice to Proceed 4 203 Starting the Work 4 204 Before Starting the Work 4 205 Initial Conference 4 206 Initial Acceptance of Schedules 5 ARTICLE 3 — CONTRACT DOCUMENTS INTENT, AMENDING, REUSE 5 301 Intent 5 302 Reference Standards 5 303 Resolving Discrepancies 5 304 Amending and Supplementing Contract Documents 6 305 Re� Use of Design Matenals 6 306 Electromc Data 7 ARTICLE 4 — AVAILABU ITY OF LANDS, B) PI6q-TE SUBSURFACE AND PHYSICAL CONDITIONS REFERENCE POINTS HAZARDOUS ENVIRONMENTAL CONDITIONS 7 4 01 Availability of Lands 7 4 02 Subsurface and Physical Conditions 7 403 Reference Points 9 404 Asbestos PCBs Petroleum Hazardous Waste or Radioactive Matenal 10 ARTICLE 5 — BONDS AND INSURANCE 10 5 01 Performance. Payment and Other Bonds 11 5 02 Licensed Sureties and Insurers 11 503 Certificates of Insurance 11 504 Design/Builders Liability Insurance 11 505 Owners Liability Insurance 12 5 06-Pseperty Builders Risk Insurance 12 5 07 Waiver of Rights 13 5 08 Receipt and Application of Insurance Proceeds 14 509 Acceptance of Bonds and Insurance. Option to Replace 14 5 10 Partial Utilization. Acknowledgment of Property Insurance 14 ARTICLE 6 — DESIGN/BUHMER S RESPONSIBILITIES 14 601 Design Professional Services 14 602 SuDervision and Superintendence of Construction 15 603 Labor. Working Hours 15 604 Services. Matenals and Equipment 15 605 Progress Schedule 16 606 Concernin¢ Subcontractors Suppliers and Others 16 607 Patent Fees and Royalties 16 608 Pemmts 17 609 Laws or Regulations 17 610 Taxes 17 611 Use of Site and Other Areas 17 612 Record Documents 18 6 13 Safety and Protection 18 6 14 Safety Representative 18 6 15 Hazard Communication Programs 18 616 Emergencies 18 617 Submittals 19 618 Continuing the Work 19 619 Post Construction Phase 19 620 Design/Builder s General Warranty and Guarantee 19 621 Indemnification 19 FJCDC D-700 Standard General Cond lions of the Contra I Between Owne and Design/Builder Copyright C2002 National Soc ety of Professional Engineers for FJCDC All rights reserved ineludes C ty of Fort Collins modifications dated 0912004 6 22 Survival of Oblimons 20 ARTICLE 7 — OTHER CONSTRUCTION 20 7 01 Related Work at Site 20 7 02 Coordination 21 ARTICLE 8 — OWNER S RESPONSIBILITIES 21 801 General 21 802 Insurance 21 803 Linutahons on Owners Responsibilities 21 804 Undisclosed Hazardous Environmental Condition 22 805 Resident Prolect Representation 22 806 Owner s Consultant 22 ARTICLE 9 — CHANGES IN THE WORK, CLAIMS 22 901 Authonzed Chanees in the Work 22 902 Unauthorized Changes in the Work 22 903 Claims 22 904 Execution of Change Orders 22 905 Notice to Sureties 22 906 Effect of Change Orders 23 ARTICLE 10 — COST OF THE WORK, CASH ALLOWANCES, UNIT PRICE WORK 23 10 01 Cost of the Work 23 10 02 Cash Allowances 25 10 03 Unit Pnces 25 ARTICLE 11 — CHANGE OF CONTRACT PRICE, CHANGE OF CONTRACT TIMES 25 11 01 Change of Contract Pnce 25 1102 Change of Contract Times 26 ARTICLE 12 — TESTS AND INSPECTIONS. CORRECTION. REMOVAL OR ACCEPTANCE OF DEFECTIVE CONSTRUCTION OR WORK 27 1201 Notice of Defects 27 1202 Access to Construction 27 1203 Tests and Inspections 27 1204 Uncovering Construction 27 1205 Owner May Stop Construction or Work 28 1206 Correction or Removal of Defective Construction or Work 28 1207 Correction Period 28 1208 Acceptance of Defective Construction 28 1209 Owner May Correct Defective Construction or Work 28 1210 No Limitation 29 ARTICLE 13 — PAYMENTS TO DESIGNBUILDER AND COMPLETION 29 1301 Schedule of Values 29 1302 Application for Progress Payment 29 1303 Review of Applications for Progress Payments 29 1304 Design/Builder s Warranty of Title 30 1305 Substantial Completion 30 1306 Partial Utilization 30 1307 Final Inspection 31 1308 Final Payment 31 1309 Final Completion Delayed 31 13 10 Waiver of Claims 32 ARTICLE 14 — SUSPENSION OF WORK AND TERMINATION 32 14 01 Owner May Suspend Work 32 14 02 Owner May Terminate for Cause 32 1403 Owner May Terminate for Convenience 32 1404 Design/Budder May Stop Work or Terrmnate 33 ARTICLE 15 — DISPUTE RESOLUTION 33 ARTICLE 16 —MISCELLANEOUS 33 16 01 Giving Notice 33 16 02 Computation of Times 33 1603 Cumulative Remedies 33 1604 Survival of Obligations_ 34 _ 1605 Controlling Law 34 FJCDC D-700 Standard General Conditions of the Contract Between Owner and Design/Budder Copynght ®2002 Nation 1 Society of Ponfe smnal Engmee for EICDC All fights reserved Iaeludes City of Fort Collim mod feahons dated W2004 STANDARD GENERAL CONDITIONS OF THE CONTRACT BETWEEN OWNER AND DESIGN/BUILDER ARTICLE 1— DEFINITIONS AND TERMINOLOGY 101 Defined Terms A Wherever used in the Contract Documents and printed with initial or all capital letters the following terms have the meanings indicated which are applicable to both the singular and plural thereof 1 Addenda — Written or graphic instruments issued prior to the opening of Proposals which clarify correct or change the Request for Proposals or the Contract Documents 2 Agreement — The written instrument which is evidence of the agreement between Owner and Design/Builder covering the Work 3 Application for Payment —The form which is to be used by Design/Builder in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents 4 Asbestos — Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Adnunistration 5 Bonds — Performance and payment bonds and other instruments of security 6 Change Order — A written order which is signed by Design/Builder and Owner which authorizes an addition deletion or revision in the Work or an adjustment in the Contract Price or the Contract Times issued on or after the Effective Date of the Agreement 7 Claim — A demand or assertion by Owner or Design/Builder seeking an adjustment of Contract Price or Contract Times or both or other relief with respect to the terms of the Contract A demand for money or services by a third party is not a claim 8 Conceptual Documents — The drawings and specifications and/or other graphic or written materials criteria and information concerning Owners requirements for the Project such as design objectives and constraints space capacity and performance requirements flexibility and expandability including those items enumerated in the Request for Proposals which show or describe the character and scope of or relate to the Work to be performed or furnished and which have been prepared by or for Owner 9 Construction — The result of perforating or furnishing of labor the furnishing and incorporating of materials and equipment into the Work and the furnishing of services (other than Design Professional Services) and documents all as required by the Contract Documents 10 Construction Subagreement — A written agreement between Design/Builder and a construction Subcontractor for provision of Construction 11 Contract — The entire and integrated written agreement between Owner and Design/Builder concerning the Work The Contract supersedes prior negotiations representations or agreements whether written or oral 12 Contract Documents — Those items so designated in the Agreement Only printed or hard copies of the items listed in the Agreement are Contract Documents 13 Contract Price — The moneys payable by Owner to Design/Builder for completion of the Work in accordance with the Contract Documents 14 Contract Times — The numbers of days or the dates stated in the Agreement to h) to achieve Substantial Completion, and (it) to complete the Work so that it is ready for final payment as evidenced by Owners Representatives written recommendation for final payment, and in accordance with paragraph 13 08 15 Design/Budder—The individual or entity with whom Owner has entered into the Agreement 15a Design Materials — Any and all documents shoo drawings, electronic information data plans drawings, sketches, illustrations specifications descriptions, models and other information developed prepared, furnished, delivered or required to be delivered by the Design/Builder (a) to the Owner under the Contract Documents or (b) developed or prepared by the Design/Builder soecifically to discharge its duties under the Contract Documents 16 Design Subagreement — A written agreement between Design/Builder and a design professional for provision of Design Professional Services FJCDC D 700 Standard General Condmons of the Contract Between Owner and Design/Builder Copyright 02002 National Sonety of Professional Engineers for FJCDC All rights reserved Includes City of Fort Collins nmdificetions dated 09/2004 1 17 Design Professional Services — Services related to the preparation of Drawings Specifications and other design submtuals specified by the Contract Documents and required to be performed by licensed design professionals as well as other services provided by or for licensed design professionals during Bidding/Negotiating Construction or Operational phases 18 Drawings — Those portions of the Contract Documents prepared by or for Design/Builder and approved by Owner consisting of drawings diagrams illustrations schedules and other data which show the scope extent and character of the Work 19 Effective Date of the Agreement — The date indicated in the Agreement on which it becomes effective but if no such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver 20 Field Order — A written order issued by Owner which orders nunor changes in the Work in accordance with Article 9 — Changes in the Work Claims but which does not involve a change in the Contract Price or the Contract Times 21 Hazardous Environmental Condition — The presence at the Site of Asbestos Hazardous Waste PCB s Petroleum Products or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto on connection with the Work 22 Hazardous Waste — The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time 23 Laws or Regulations — Any and all applicable laws rules regulations ordinances codes and orders of any and all governmental bodies agencies authorities and courts having jurisdiction 23a Legal Holidays — Those holidays observed by the City of Fort Collins 24 Liens — Charges security interests or encum brances upon real property or personal property 25 Milestone — A principal event specified in the Contract Documents relating to an intermediate completion date or time pnor to Substantial Completion of all the Work 26 Notice of Award — The written notice by Owner to the successful proposer stating that upon compliance by the successful proposer with the conditions precedent included therein within the time specified Owner will sign and deliver the Agreement 27 Notice to Proceed — A written nonce given by Owner to Design/Builder fixing the date on which the Contract Times will commence to run and on which Design/Builder shall start to perform the Work 28 Owner — The individual or entity with whom Design/Builder has entered into the Agreement and for whom the Work is to be performed 29 Owners Consultant — An individual or entity with whom the Owner may contract to furnish services to Owner with respect to the Project and who is identified as such in the Supplementary Conditions 30 Partial Utilization — Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work 31 PCBs—Polychlormatedbiphenyls 32 Petroleum — Petroleum including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14 7 pounds per square inch absolute) such as oil petroleum fuel oil oil sludge oil refuse gasoline kerosene and oil mixed with other non Hazardous Wastes and crude oils 33 Project — The total construction of which the Work to be provided under the Contract Documents may be the whole or a part as indicated elsewhere in the Contract Documents 34 Proposal — The documents submitted by Design/Builder in response to the Request for Proposals setting forth the design concepts proposed prices and other conditions for the Work to be performed 35 Radioactive Material — Source special nuclear or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq ) as amended from time to time 35a Regular Workme Hours — 7 00 am to 6 00 p m. Monday through Friday, unless otherwise specified in the Contract Documents 36 Request for Proposals — The document prepared by or for Owner specifying and describing Owners objectives and the procedure to be followed in preparing and submitting a Proposal and awarding a contract EICDC D-700 Standard General Condroons of the Contract Betwrn Owoe d Design/B Id Copyright 02002 National society of Professional Engineers for EfCDC All r ghts reserved includes City of Fort Coll n onodificat o d red 092004 2 F The Work for Soapstone Prairie Natural Area North Trails new (machine built) will be substantially completed on December 31 2009 as provided in paragraph 2 02 A of the General Conditions G The Work for Soapstone Prairie Natural Area North Trails new (machine built) will be substantially completed on December 31 2009 as provided in paragraph 2 02 A of the General Conditions H The Work for Soapstone Prairie Natural Area South Trails retro (minimal construction only) will be substantially completed on December 31 2009 as provided in paragraph 2 02 A of the General Conditions I The Work for Soapstone Prairie Natural Area South Trails new (machine built) will be substantially completed on May 31 2009 as provided in paragraph 2 02 A of the General Conditions J The Work for Soapstone Prairie Natural Area West Trails retro (minimum construction only) will be substantially completed on December 31 2009 as provided in paragraph 2 02 A of the General Conditions K The Work for Soapstone Prairie Natural Area Red Mountain connections (2 machine built) will be substantially completed on May 31 2009 as provided in paragraph 2 02 A of the General Conditions Work for 3 01 A-K must be completed and ready for final payment in accordance with paragraph 13 08 of the General Conditions within ten (10) days after the date for Substantial Completion 3 02 Liquidated Damages A DESIGNBUILDER and OWNER recognize that time is of the essence of the Agreement and the OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph 3 01 above plus any extensions thereof allowed in accordance with Article 11 of the General Conditions The parties also recognize the delays expenses and difficulties involved in proving the actual loss suffered by OWNER if the Work is not completed on time Accordingly instead of requiring any such proof OWNER and DESIGNBUILDER agree that as liquidated damages for delay (but not as a penalty) DESIGNBUILDER shall pay OWNER Two Hundred Dollars ($200) for each day that expires after the time specified in paragraph 3 01 for Substantial Completion until the Work is substantially complete i, 37 Resident Project Representative — The authorized representative of Owner who may be assigned to the Site or any part thereof 37a Samples — Physical examples of matenals, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work shall be nudged 38 Schedule of Values — A schedule prepared by Design/Builder and acceptable to Owner indicating that portion of the Contract Price to be paid for each major component of the Work 38a Shop Drawings — All drawings, diagrams, illustrations schedules and other data or information which are specifically prepared or assembled by or for Design/Builder and submated by Desum/Builder to illustrate some portion of the Work 39 Site — lands or other areas designated in the Contract Documents as being furnished by Owner upon which Construction is to be performed including rights of way and easements for access thereto and such other lands furnished by Owner which are designated for use of Design/Builder 40 Specifications — The part of the Contract Documents prepared by or for Design/Builder and approved by Owner consisting of written technical descriptions of materials equipment construction systems standards and workmanship as applied to the Work and certain administrative details applicable thereto 41 Subcontractor — An individual or entity other than a Supplier having a direct contract with Design/Builder or with any other Subcontractor for the performance of a part of the Work 42 Submittal — A written or graphic document prepared by or for Design/Builder which is required by the Contract Documents to be subnutted to Owner by Design/Builder SubnutWs may include Drawings Specifications progress schedules shop drawings samples cash flow projections and Schedules of Values Submittals other than Drawings and Specifications are not Contract Documents 43 Substantial Completion — The time at which the Work (or a specified part) has progressed to the point where it is sufficiently complete in accordance with the Contract Documents so that the Work (or a specified part) can be utilized for the purposes for which it is intended The terms substantially complete and substaually, completed as applied to all or part of the Work refer to Substantial Completion thereof 44 Supplementary Conditions — The part of the Contract Documents which amends or supplements these General Conditions 45 Supplier — A manufacturer fabricator supplier distributor matenalman or vendor having a direct contract with Design/Builder or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Design/Builder or any Subcontractor 45a Underground Facilities — All oivelmes conduits, ducts, cables, wires, manholes, vaults, tanks tunnels or other such facilities or attachments, and any encasement containing such facilities which have been installed underground to furnish any of the following services or materials electricity, gases steam liquid petroleum products, telephone or other communications, cable television, sewage and drainage removal, traffic or other control systems or water 46 Unit Price Work — Work to be paid for on the basis of unit prices 47 Work — The entire construction or the various separately identifiable parts thereof required to be performed or furnished under the Contract Documents Work includes and is the result of performing or furnishing Design Professional Services and Construction required by the Contract Documents 48 Work Change Directive — A written directive to Design/Builder issued on or after the Effective Date of the Agreement and signed by Owner ordering an addition deletion or revision in the Work or responding to differing site conditions under which the Work is to be performed or to emergencies A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect if any on the Contract Price or Contract Times 102 Terminology A Intent of Certain Terms or Adjectives 1 The word day shall constitute a calendar day of 24 hours measured from ❑ idnight to the next midnight 2 The word defective, when modifying the words Construction or `Work refers to Construction or Work that is unsatisfactory, faulty, or deficient in that it does not conform to the Contract Documents, or does not meet the requirements of any Inspection reference standard, test or approval referred to in the Contract FJCDC D 700 Standard Cseneral Conditions of the Contract aetween Owner and Designtaudder Copyright 02002 National Soc¢ty of Professional Engineers for EICDC All rights reserved includes City of Port Collins modifications dated 092004 3 Documents. or has been damaged prior to Owners final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion) provided that the defect was not caused by Owner 3 The word furnish, when used in connection with services, materials or equipment shall mean to supply and deliver said services, materials or equipment to the Site for some other specified location) ready for use or installation and in usable or operable condition 4 The word install, when used in connection with services, materials, or equipment shall mean to out into use or place in final position said services. materials or equipment or equipment complete and ready for intended use 5 The words Wrform or provide when used in connection with services, materials or equipment shall mean to furnish and install said services, materials or equipment complete and ready for intended use 6 When furnish, install perform or provide is not used in connection with services materials or equipment in a context clearly reguirme an obligation of DesignBuilder provide is implied 7 Unless stated otherwise in the Contract Documents, words or phrases which have a well known technical or construction industry or trade meaning are used in the Contract Documents in accordance with that meaning ARTICLE 2 — PRELIMINARY MATTERS 2 01 Delivery of Bonds A When Design/Builder delivers the executed Agreements to Owner Design/Builder shall also deliver to Owner such Bonds as Design/Builder may be required to furnish in accordance with paragraph 5 01 A 2 02 Commencement of Contract Times, Notice to Proceed A The Contract Times will commence to run on the thirtieth day after the Effective Date of the Agreement or if a Notice to Proceed is given on the day indicated in the Notice to Proceed A Notice to Proceed may be given at any time within thirty days after the Effective Date of the Agreement lAtAF than the HHHAhAth day af4PF the last day f9f Feeelpt of the A.._....H_... .. t...a. eVef date is A&Fj-AF 2 03 Starting the Work A Design/Builder shall start to perform the Work on the date when the Contract Times commence to run No Work shall be done at the Site prior to the date on which the Contract Times commence to run 2 04 Before Starting the Work A Design/Builders Review of Contract Documents Before undertaking each part of the Work Design/Builder shall carefully study and compare those Contract Documents prepared by Owner and check and verify pertinent figures therein and all applicable field measurements Design/Builder shall promptly report in writing to Owner any conflict error ambiguity or discrepancy which Design/Builder may discover and shall obtain a written interpretation or clanficauon from Owner before proceeding with any Work affected thereby however Design/Builder shall not be liable to Owner for failure to report any conflict error ambiguity or discrepancy in the Contract Documents unless Design/Builder knew or reasonably should have known thereof B Preliminary Schedules Within 10 days after commencement of the Contract Times (unless otherwise specified in the Contract Documents) Design/Builder shall submit the following to Owner for its timely review I A preliminary progress schedule indicating the times (numbers of days or dates) for starting and completing the various stages of the Work including any Milestones specified in the Contract Documents 2 A prelinunary schedule of Submittals which will list each required Submittal and the times for submitting reviewing and processing each Submittal in no case will a schedule be acceptable which allows less than seven (7) calendar days for each review by owner 3 A prelitmnary Schedule of Values for all of the Work which will include quantities and prices of items which when added together equal the Contract Price and subdivides the Work into component pans in sufficient detail to serve as the basis for progress payments dunne performance of the Work Such paces will include an appropnate amount of overhead and profit applicable to each item of Work and 4 A preliminary cash flow projection estimating that portion of the Contract Price to be due during each month of performance C Evidence of Insurance Before any Work at the Site is started Design/Builder And Owaff shall PA.Ah. aphveF to the EPCDC D-700 standard General Conditions of the Contract Between Owner and Desigo/Bmlder Copynght 02002 National society of Professional Engineers for EICDC All nghts reserved Includes City of Fort Collins modifications dated 09/2004 4 "ehass and shall deliver to Owner certificates of insurance (and other evidence of insurance requested by Owner) which Design/Builder is required to Purchase and maintain in accordance with Article 5 — Bonds and Insurance 2 05 Initial Conference A Within twenty days after the Contract Times start to inn Design/Builder will arrange a conference attended by Owner and Design/Builder and others as appropriate to establish a working understanding among the parties as to the Work and to discuss the design concepts schedules referred to in paragraph 2 04 B procedures for handling Submittals processing Applications for Payment maintaining required records items required pursuant to paragraph 8 01 A 6 and other matters 2 06 Initial Acceptance of Schedules A At least ten days before submission of the first Application for Payment (unless otherwise provided in the Contract Documents) Design/Builder will arrange a conference attended by Design/Builder Owner and others as appropriate to review for acceptability the schedules submitted in accordance with paragraph 2 04 B Unless otherwise provided in the Contract Documents, before any work at the site begins, a conference attended by Design/Builder. Owner s Representative and others as desr rig ated by Owner will be held to review for acceptability to Owner as provided herein the schedules submitted in accordance with paragraph 2 04 B Design/Builder shall have an additional ten days to make corrections and adjustments and to complete and resubmit the schedules No progress payment shall be made to Design/Builder until the acceptable schedules are submitted to Owner 1 The progress schedule will be acceptable to Owner if it Provides an orderly progression of the Work to completion within any specified Milestones and the Contract Times Such acceptance will not impose on Owner responsibility for the progress schedule, for sequencing, scheduling or Progress of the Work nor interfere with nor relieve Design/Builder from Design/Builders full responsibility therefor 2 Design/Builders schedule of Subnttals will be acceptable to Owner if it provides a workable arrangement for reviewing and processing the required Subrmttals 3 Design/Builders Schedule of Values will be acceptable to Owner as to form and substance if it ARTICLE 3 —CONTRACT DOCUMENTS INTENT, AMENDING, REUSE 301 Intent A The Contract Documents are complementary what is called for by one is as binding as if called for by all B It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be designed and constructed in accordance with the Contract Documents Any labor documentation services materials or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be furnished and performed whether or not specifically called for at no additional cost to Owner C Whenever in the Contract Documents the terms as ordered as directed as required as approved or terms of like effect or import are used or the adjectives reasonable suitable acceptable proper' or satisfactory or adjectives of like effect or import are used to describe a requirement direction review or judgment of Owner as to the Work it is intended that such requirement direction review or judgment will be solely to evaluate in general the completed Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise) The use of any such term or adjective shall not be effective to assign to Owner any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to any provision of the Contract Documents 3 02 Reference Standards A Standards Specifications Codes Laws or Regulations I Reference to standards, specifications, manuals or codes of any technical society. organization or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the latest standard, specification. manual. code. or Laws or Regulations in effect on the last day for receipt of Proposals except as may be otherwise specifically stated in the Contract Documents provides a reasonable allocation of the Contract Price to 2 No provision of any such standard component parts of the work specification, manual. code, or instruction of a Supplier shall be effective to change the duties and responsibilities of Owner. DesignBuilder, or any of their subcontractors, consultants, agents or employees from EICDC D-700 Standard General Conditions of the Contract Between Owner and Destgn/Bti Ide Copyright 02002 National Society of Professional Engineers for EICDC All rights reserved Includes City of Fort Collins modifications dated 09/2004 5 those set forth in the Contract Documents, nor shall it be effective to assign to Owner any duty or authority to suder vise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibihty inconsistent with the provisions of the Contract Documents 3 03 Resolving Discrepancies A In the event of a discrepancy between the Conceptual Documents on the one hand and the Proposal or Drawings or Specifications on the other hand the Conceptual Documents will control except when Owner has approved a Submittal pursuant to paragraph 6 17 B B Except as otherwise specifically stated in the Contract Documents the provisions of the Contract Documents shall take precedence in resolving any conflict error ambiguity or discrepancy between the provisions of the Contract Documents and I The provisions of any such standard specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents), or 2 The provisions of any such Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result inviolation of such Law or Regulation) 3 In the event of conflicting or ambiguous provisions within the Contract Documents specifications will take precedence over the drawings and addenda will take precedence over both Notwithstanding the foregoing, the more specific provision will take precedence over the less specific, the more stringent will take precedence over the less stringent the more expensive item will take precedence over the less expensive On all drawings figures take precedence over scaled dimensions Scaling of dimensions if done is done at the Design/Builder s own risk C If. during the performance of the Work Desum/Builder discovers any conflict error ambiguity. or discrepancy within the Contract Documents or between the Contract Documents and any provision of any such Law or Regulation applicable to the Performance of the Work or of any such standard specification, manual or code or of any instruction of any Supplier referred to in paragraph 3 03 B Design/Bniilder shall report it to Owner in writing at once and DesumBmilder shall not proceed with the Work affected thereby (except in an emergency as authorized by paragraph 6 16) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in paragraph 3 04 A provided however. that Design/Builder shall not be liable to Owner for failure to report any such conflict error, ambiguity, or discrepancy unless Design/Builder knew or reasonably should have known thereof 3 04 Amending and Supplementing Contract Documents A The Contract Documents may be amended to provide for additions deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways 1 Owners approval of required Submittals (pursuant to paragraph 6 17 B) 2 A Work Change Directive 3 A Change Order, 4 A Field Order, 5 A formal Written Amendment 3 05 Use of Design Materials A All documents including Drawings and Specifications prepared or furnished by Design/Builder pursuant to this Agreement are for Design/Builders own use and DesignBuilder shall retain an ownership and property interest therein whether or not the Project is completed Owner may make and retain copies for information and reference in connection with the use and occupancy of the Project by Owner and others However such documents are not intended or represented to be suitable for reuse by Owner or others on extensions of the Project or on any other project Any reuse or any continued use after any termination without written verification or adaptation by Design/Builder for the specific purpose intended will be at Owners sole risk and without liability or legal exposure to Design/Builder and Owner shall indemnify and hold harmless Design/Builder and Subcontractors from all claims damages losses and expenses including attorneys fees ansing out of or resulting therefrom Any such verification or adaptation will entitle Design/Builder to further compensation at rates to be agreed upon by Owner and Design/Builder The Owner shall have unlimited rights to cry and use in connection with the Proiect all Design Materials, including the right to use same on the Protect at no additional cost to the Owner, regardless of deeree of completion. provided that said services performed have been fully paid for as required by the terms of this Agreement The DesignBuilder agrees to and does herby grant to the Owner and any assignee or successor of the Owner as owner of the Proiect a royalty free license to any such Design materials as to which the Design/Builder may assert any rights under the atent or co n lit laws The Design/Builder hereby assigns outright and exclusively to the Owner all copyrights in the design appearance of the Protect The DesignBuilder, as part FJCDC D 700 standard General Condrtwns of the Contract Between owner and Des gttBuilder Copynght 02002 National Socmty of Professional En taim s for EiCDC All rights reserved Includes City of Fort Collins noddii,sam ns dated 092004 6 of its agreements with any Subcontractor or consultant will secure such license and use tights from each such entity, and shall defend, indemnify and hold the Owner and any successors or assigns harmless from any claims by such entices for cooyri ht or patent infringement B The Drawings Specifications and other documents prepared for this Project are for use solely with respect to this Project and the author of these documents consistent with Owner s ownership of the design shall retain all common law statutory and other reserved tights including the copyright The Owner shall be permitted to retain copies including reproducible copies of the Drawings Specifications and other documents for information and reference in connection with the Owner s use and occupancy of the Project The Drawings Specifications or other documents shall not be used by the Owner or others on other projects Submission or distribution of documents to meet official regulatory requirements or for other similar purposes in connection with the Project is not to be construed as publication in derogation of the tights reserved herein C Subject to Owner s remedies for a default the Owner shall release the Design/Builder its Subcontractors consultants and their respective agents and employees from all Owner s claims liabilities demands actions costs and expenses (including reasonable attorney s and expert s fees and costs) (a) arising from any use by the Owner its successors or assigns of such Design Materials if the Design/Build Agreement is terminated by the Owner prior to Substantial Completion of the Work or (b) ansing as a result of amendments or modifications of any such Design Materials made without the prior consent of Design/Builder and which do not result from errors omissions or negligence in the Design Materials supplied hereunder D Upon conclusion of the Project and before final payment Design/Builder shall provide Owner with reproducible drawings and electronic computer files of the Project containing accurate information on the Project as constructed Drawings shall be of archival quality prepared on stable mylar base material using a non fading process proven suitable for long term storage and high quality reproduction Electronic computer files shall be in AutoCAD Version 13 format 3 06 Electronic Data A Copies of data famished by Owner to Design/Builder or Design/Builder to Owner that may be relied upon are limited to the printed copies (also known as hard copies) Files in electronic media format of text data graphics or other types are furnished only for the convenience of the receiving party Any conclusion or information obtained or derived from such electronic files will be at the users sole risk If there is a discrepancy between the electronic files and the hard copies the hard copies govern B Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data s creator the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days after which the receiving party shall be deemed to have accepted the data thus transferred Any errors detected within the 60 day acceptance period will be corrected by the transferring party C When transferring documents in electromc media format the transferring patty makes no representations as to long term compatibility usability or readability of documents resulting from the use of software application packages operating systems or computer hardware differing from those used by the data s creator ARTICLE 4 — AVAILABILITY OF LANDS, DIFFERWIG SITE SUBSURFACE AND PHYSICAL CONDITIONS, REFERENCE POINTS, HAZARDOUS ENVIRONMENTAL CONDITIONS 4 01 Availability of Lands A Owner shall furnish the Site Owner shall notify Design/Builder of any encumbrances or restrictions not of general application but specifically related to use of the Site which Design/Builder will have to comply in performing the Work Unless otherwise provided in the Contract Documents Owner will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities If Design/Builder and Owner are unable to agree on entitlement to or the amount or extent of any adjustments in the Contract Price or the Contract Times as a result of any delay in Owners furnishing the Site Design/Builder may make a Claim therefor as provided in Article 9 B Upon reasonable written request Owner shall furnish Design/Builder with a current statement of record legal tale and legal description of the lands upon which the Construction is to be performed and Owners interest therein as necessary for giving notice of or filing a mechanics hen against such lands in accordance with applicable Laws or Regulations C Design/Builder shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment 4 02 Diffenng Site Candiftom Subsurface and Physical Conditions A Design/Builder shall promptly and before the conditions are disturbed give a written notice to Owner of (t) subsurface or latent physical conditions at the Site which differ materially from those indicated in the Contract FJCDC D-700 Standard General Conditions of the Contract Between Owner and Design/Builder Copyright 02002 National Society of Professional Engineers for EICDC /ill rights reserved Includes City of Fort Collins mod fcahons dated 0912004 7 Documents or (it) unknown physical conditions at the Site of an unusual nature which differ materially from those ordinarily encountered and generally recognized as mitering in work of the character called for by the Contract Documents B Owner will investigate the Site conditions promptly after receiving the notice If the conditions do materially so differ and cause an increase or decrease in the Design/Builder s cost of or the ume required for performing any part of the Work whether or not changed as a result of the conditions an equitable adjustment shall be made under this clause and the Contract Price or Times modified in writing by Change Order in accordance with Article 9 C No request by Design/Builder for an equitable adjustment under paragraph 4 02 shall be allowed unless Design/Builder has given the written notice required provided that the time prescribed in 9 03 A for giving written notice may be extended by Owner D The provisions of this paragraph 4 02 are not intended to apply to a Hazardous Environmental Condition uncovered or revealed at the Site A Reports and Drawings Refer to these Supplementary Conditions for identification of 1 Subsurface Conditions Those reports of explorations and tests of subsurface conditions at or contiguous to the site that have been utilized by Owner in preparing the Contract Documents including the following See Section 00800 Supplementary Conditions Design/Builder may rely upon the accuracy of the technical data contained in the geotechmcal documents but not upon nontechnical data interpretation or opinions contained therein or upon the completeness of any information in the report 2 Physical Conditions Those drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site (except Underground Facilities) that have been utilized by OWNER in preparing the Contract Documents a No drawings of physical conditions in or relating to existing surface or subsurface structures (except Underground Facilities referred to in Paragraph 4 02 G) which are at or contiguous to the site have been utilized in preparation of the Contract Documents except the following See Section 00800 Supplementary Conditions B limited Reliance by Design/Builder Authorized Technical Data Design/Builder may rely upon the general accuracy of the 'technical data contained in such reports and drawings but such reports and drawings are not Contract Documents Such technical data is identified in the Request for Proposals or in these Supplementary Conditions Except for such reliance on such technical data Design/Builder may not rely upon or make any claim against Owner with respect to (I) the completeness of such reports and drawings for Design/Builder s purposes including but not limited to any aspects of the means methods techniques sequences and procedures of construction to be employed by Design/Builder and safety precautions and programs incident thereto or (it) other data interpretations opinions and information contained in such reports or shown or indicated in such drawings or (ui) any Design/Builder interpretation of or conclusion drawn from any technical data or any such data interpretations opinions or information C Notice of Differing Subsurface or Physical Conditions If Design/Builder believes that any subsurface or physical condition at or contiguous to the site that is uncovered or revealed either 1 is of such a nature as to establish that any technical data on which Design/Builder is entitled to rely as provided in paragraphs 4 02 A and 4 02 B is materially inaccurate or 2 is of such a nature as to require a change in the Contract Documents or 3 differs materially from that shown or indicated in the Contract Documents or 4 is of an unusual nature and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents or 5 is of such a nature as to reasonably be suspected of contatmng or constituting Asbestos PCBs Petroleum Hazardous Waste or Radioactive Material or such other substances or materials that may result in significant damage or injury or require compliance with specifically applicable regulatory requirements unless confirmation of the absence of such condition has previously been provided then Design/Builder shall immediately after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as permitted by paragraph 6 16) notify Owner in writing about such condition Design/Builder shall not further disturb such conditions or perform any Work in connection therewith (except as aforesaid) until receipt of written order to do so D Owners Review Owner will promptly review the pertinent conditions and determine the necessity of obtaining additional exploration or tests with respect thereto E Possible Contract Documents Change If Owner concludes that a change in the Contract Documents is required as a result of a condition that meets one or more of EICDC D 700 standard General Cond tuns of the Contract Between owner and Design/Balder Copyright 02002 National society of Professional Engmeets for EICDC All rights reserved Includes City of Fort Collins modificatmns dated 092004 8 the categories in paragraph 4 02 C a Work Change Directive or a Change Order will be issued as provided in Article 9 to reflect and document the consequences of such change F Possible Price and Times Adjustments An equitable adjustment in the Contract Price or in the Contract Times or both will be allowed to the extent that the existence of such uncovered or revealed condition causes an increase or decrease in Design/Builders cost of or time required for performance of the Work subject however to the following 1 such condition must meet any one of more of the categories described in paragraph 4 02 C 2 a change in the Contract Documents pursuant to paragraph 4 02 E will not be an automatice authorization of nor a condition precedent to entitlement to any such adjustment 3 with respect to Work that is paid for on a Unit Price Basis any adjustment in Contract Price will be subject to the provisions of paragraph 10 03 and 4 Design/Builder shall not be entitled to any adjustment in the Contract Price or Times if a Design/Builder knew of the existence of such conditions at the time Design/Builder made a final commitment to Owner in respect of Contract Price and Contract Times by the subaussion of a bid or becoming bound under a negotiated contract or b the existence of such condition could reasonably have been discovered or revealed as a result of any examination investigation exploration test or study of the site and contiguous areas required by the Request for Proposals or Contract Documents to be conducted by or for Design/Builder prior to Design/Builder s making such final commitment or c Design/Builder failed to give the written notice within the time and as required by Paragraph 4 02 C above 5 If Owner and Design/Builder are unable to agree on entitlement to or as to the amount or length of any such equitable adjustment in the Contract Price or Contract Times a claim may be made therefor as provided in Articles 10 and 11 However Owner shall not be liable to Design/Builder for any claims costs losses or damages sustained by Design/Builder on or in connection with any other project or anticipated project G Physical Conditions — Underground Facilities 1 Shown or Indicated The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the site is based on information and data famished to Owner by the owners of such Underground Facilities or by others Unless it is otherwise expressly provided in the Supplementary Conditions Owner shall not be responsible for the accuracy or completeness of any such information or data and the cost of all of the following will be included in the Contract Price and Design/Builder shall have full responsibility for reviewing and checking all such information and data b locating all Underground Facilities shown or indicated in the Contract Documents c coordination of the Work with the owners of such Underground Facilities during construction and d the safety and protection of all Underground Facilities as provided in paragraph 613 and repairing any damage thereto resulting from the Work 2 Not Shown or Indicated If an Underground Facility is uncovered or revealed at or contiguous to the site which was not shown or indicated in the Contract Documents Design/Builder shall immediately after becormng aware thereof and before further disturbing conditions affected thereby or perforating any Work in connection therewith (except in an emergency as required by paragraph 6 16) identify the owner of such Underground Facility and give written notice to that owner and to Owner Owner will promptly review the Underground Facility and determine the extent if any to which a change is required in the Contract Documents to reflect and document the consequences of the existence of the Underground Facility If Owner concludes that a change in the Contract Documents is required a Work Change Directive or a Change Order will be issued as provided in Article 9 to reflect and document such consequences During such time Design/Builder shall be responsible for the safety and protection of such Underground Facility as provided in paragraph 6 12 Design/Builder may be allowed an increase in the Contract Price or an extension of the Contract Times or both to the extent that they are attributable to the existence of any Underground Facility that was not shown or indicated in the Contract Documents and that Design/Builder did not know of and could not reasonably have been expected to be aware of or to have anticipated If Owner and Design/Builder are unable to agree on entitlement to or the amount or length of any such adjustment in Contract Price or Contract Times Design/Builder may make a claim therefor as provided in Articles 10 and 11 However Owner shall not be liable to Design/Builder for any claims costs losses or damages incurred or sustained by Design/Builder on or in connection with any other project or anticipated project EICDC D400 standard Geiwral Conditions of the Contract Between Owner and Dmgn/Bmlder Copyright 02002 National Society of Professional Engineers for E1CDC All tights ®served Includes City of Fort Collins modifications dated 092004 9 4 03 Reference Points A Design/Builder shall be responsible for laying out the Work and shall protect and preserve the reference points and property monuments established by Owner pursuant to paragraph 8 01 A 6 e and shall make no changes or relocations without the prior written approval of Owner Design/Builder shall report to Owner whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel 4 04 14RZRFd@HS Eai�usonnaefttnl Condition at Site Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material A Design/Builder will not be responsible for any Hazardous Environmental Condition encountered at the Site which was not identified in the Contract Documents to be within the scope of the Work Design/Builder shall be responsible for materials creating a Hazardous Environmental Condition created by any materials brought to the Site by Design/Builder Subcontractors Suppliers or anyone else for whom Design/Builder is responsible Owner shall be responsible for any Asbestos. PCBs, Petroleum, Hazardous Waste or Radioactive Material uncovered or revealed at the site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scoM of the Work and which may present a substantial danger to persons or property exposed thereto in connection with the Work at the site unless such substance or material should have been ascertained by Design/Builder m accordance with paragraph 4 02 C 5 OWNER shall not be responsible for any such materials brought to the site managed, stored, or disposed of by Design/Builder, Subcontractors. Suppliers, or anyone else for whom Design/Builder is responsible B If Design/Builder encounters a Hazardous Environmental Condition Design/Builder shall immediately (i) secure or otherwise isolate such condition (it) stop all Construction in connection with such condition and in any area affected thereby (except in an emergency as required by paragraph 6 16) and (in) notify Owner (and thereafter confirm such notice in writing) Owner shall promptly determine the necessity of retaining a qualified expert to evaluate such condition or take corrective action if any C Design/Builder shall not be required to resume Construction in connection with such Hazardous Environmental Condition or in any such affected area until after Owner has obtained any required permits related thereto and delivered to Design/Builder written notice (0 specifying that such condition and any affected area is or has been rendered safe for the resumption of Construction or (it) specifying any special conditions under which such Construction may be resumed safely If Owner and Design/Builder cannot agree as to entitlement to or the amount or extent of an adjustment if any in Contract Price or Contract Times as a result of such Construction stoppage or such special conditions under which Construction is agreed to be resumed by Design/Builder either party may make a Claim therefor as provided in Article 9 D If after receipt of such special written notice Design/Builder does not agree to resume Construction based on a reasonable belief it is unsafe or does not agree to resume such Construction under such special conditions then Owner may order such portion of the Work that is related to such Hazardous Environmental Condition to be deleted from the Work If Owner and Design/Builder cannot agree as to entitlement to or the amount or extent of an adjustment if any in Contract Price or Contract Times as a result of deleting such portion of the Work then either party may make a Claim therefor as provided in Article 9 Owner may have such deleted portion of the Work performed by Owner s own forces or others in accordance with Article 7 E To the fullest extent permitted by Laws or Regulations Owner shall indemnify and hold harmless Design/Builder Subcontractors Suppliers and the officers directors partners employees agents other consultants and subcontractors of each and any of them from and against all claims costs losses and damages (including but not limited to all fees and charges of engineers architects attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from such Hazardous Environmental Condition provided that such Hazardous Environmental Condition (i) was not shown or indicated in the Contract Documents to be included in the scope of the Work and (m) was not created by De-sign/Builder or by anyone for whom Design/Builder is responsible Nothing in this paragraph 4 04 E shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual s or entity s own negligence F To the fullest extent permitted by Laws or Regulations Design/Builder shall indemnify and hold harmless Owner Owner s Consultant and the officers directors partners employees agents other consultants and subcontractors of each and any of them from and against all claims costs losses and damages (including but not limited to all fees and charges of engineers architects attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from such Hazardous Environmental Condition created by Design/Builder or anyone for whom Design/Builder is responsible Nothing in this paragraph 4 04 F shall obligate Design/Builder to indemnify any individual or entity from and against the consequences of that individual s or entity s own negligence ARTICLE 5 — BONDS AND INSURANCE DCDC D-700 Standard General Conditions of the Conuact Between Owner and Design/Budder Copyright 02002 National Society of Professional Engineers for EJCDC All rights reserved Includes City of Fort Collins modifications dated 092004 10 501 Performance, Payment and Other Bonds A Design/Builder shall furnish performance and payment Bonds each in an amount at least equal to the Contract Price as security for the faithful performance and payment of all Design/Builders obligations to furnish provide and pay for Work and related materials under the Contract Documents These Bonds shall remain in effect at least until one year after the date when final payment becomes due except as provided otherwise by Laws or Regulations or by the Contract Documents Design/Builder shall also furnish such other Bonds as are required by the Contract Documents B All Bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations and shall be executed by such sureties as are named in the current list of Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies as published in Circular 570 by the Audit Staff Bureau of Government Financial Operations U S Department of the Treasury All Bonds signed by an agent must be accompanied by a certified copy of such agents authority to act C If the surety on any Bond furnished by Design/Builder is declared a bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of paragraph 5 01 B and 5 02 Design/Builder shall within twenty ten ]0 days thereafter substitute another Bond and surety both of which shall) elifiaply with the Fequilfeffleats of Pafa9.._L.. 5 01 B .._., 5 02 must be acceptable to Owner 5 02 Licensed Sureties and Insurers A All Bonds and insurance required by the Contract Documents to be purchased and maintained by Owner or Design/Builder shall be obtained from surety or insurance companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue Bonds or insurance policies for the limits and coverages so required Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions 5 03 Certificates of Insurance A Design/Builder shall deliver to Owner with copies to each additional insured indicated in the Supplementary Conditions certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured) which Design/Builder is required to purchase and maintain 9viner shall dekv,f 5 04 Design/Budder s Liability Insurance A Design/Builder shall purchase and maintain such liability and other insurance as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from Design/Builders performance of the Work and Design/Builders other obligations under the Contract Documents whether it is to be performed by Design/Builder any Subcontractor or Supplier or by anyone directly or indirectly employed by any of them to perform any of the Work or by anyone for whose acts any of them may be liable 1 Claims under workers compensation disability benefits and other sitmlar employee benefit acts 2 Claims for damages because of bodily intury occupational sickness or disease, or death of Design/Builders employees. 3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than Design/Builders employees. 4 Claims for damages insured by reasonably available personal injury liability coverage which are sustained (0 by any person as a result of an offense directly or indirectly related to the employment of such person by Design/Builder, or (if) by any other person for any other reason. 5 Claims for damages, other than to the Work itself, because of imury to or destruction of tangible Property wherever located, including loss of use resultme therefrom. and 6 Claims for damages because of bodily imury or death of any person or property damage ansing out of the ownership, maintenance or use of any motor vehicle B The policies of insurance required by paragraph 5 04 A shall 1 With respect to insurance required by paragraphs 5 04 A 3 through 5 04 A 6 inclusive 5 04 B 3 --..., -5;)r" C (subject to any customary exclusion in respect of professional liability) include as additional insureds Owner and Owner s Consultants and any other persons or entities indicated in the Supplementary Conditions, all of whom shall be listed as additional insureds, and include coverage for the respective EICDC D-700 Standard General Condrtlons of the Contract Between Owner and Des gNBudder Copyright 02002 National Society of Professional Engineers for EICDC All rights reserved includes City of Fort Collins modifications dated 092004 11 officers, directors, partners, and employees, agents and other consultants and subcontractors of each and any of all such additional insureds, and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby, 2 Include at least the specific coverages and be written for not less than the hunts of liability provided in the Supplementary Conditions or reainred by Laws or Regulations, whichever is greater, the limits of liability for the insurance required by the Paragraph numbers of the General Conditions listed below are as follows For Daragraphs 5 04 A l and 5 04 A 2 Coverage A — Statutory limits, Coverage B $100,000/ $100000/ 500 000 For paragraphs 5 04 A 3 and 5 04 A 5 The Commercial General Liability Policy will have limns of $1,000,000 combined single hots (CSL) This Policy will include coverage for Explosions Collapse and Underground coverage unless waived by the Owner For paragraph 5 04 A 6 The Comprehensive Automobile Liability Insurance policy will have limits of $1.000,000 combined single limits (CSL) For paragraph 5 04 B 3 This policy will include completed operations coverage / product liability coverage with limits of $1,000,000 combined single limits (CSL) This policy shall also include an Umbrella Excess Liability as follows General liability and automobile Inability insurance in an amount not less than $1,000,000 per occurrence in excess of the above stated primary hots For Paragraph 5 02 C The Professional Liability Errors & Omissions policy will have limits of $5,000,000 3 Include completed operations insurance 4 Include contractual Lability insurance covering Destan/Builders •ndgm ^i_.___ '.�-- AdePoo - _._s.. 0 11 a z __a <ar 5 Contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty days pnor written notice has been given to Owner and each other additional insured indicated in the Supplementary Conditions to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the Design/Builder pursuant to paragraph 5 03 will so provide), 6 Remain in effect at least until final payment and at all times thereafter when Design/Builder may be correcting, removing or replacing defective Construction in accordance with paragraphs 12 06 and 12 07 and 7 With respect to completed operations insurance, and any other insurance coverage written on a claims made basis, remain in effect for at least two years after final oavment (and Design/Builder shall furnish Owner and each other additional insured indicated in the Supplementary Conditions to whom a certificate of insurance has been issued evidence satisfactory to Owner and any such additional insured of continuation of such insurance at final payment and one year thereafter) C DesomlBudder s Professional Liability Errors & Omissions Insurance Design/Builder shall purchase and maintain such Professional Liability Errors & Oossions insurance as is appropriate for the Work being Performed and furnished and as will provide protection from claims which may anse out of or result from Design/Builder s performance and furnishing of the Work and Design/Builder s other obligations under the Contract Documents, whether it is to be performed or furnished by Design/Builder, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform or famish any of the Work or by anyone for whose acts any of them may be liable 5 05 Owner s Liability Insurance A In addition to the insurance required to be provided by Design/Builder under paragraph 5 04 Owner at Owners option may purchase and maintain at Owners expense Owner s own liability insurance as will protect Owner against claims which may anse from operations under the Contract Documents 5 06 I140per ty Builders Risk Insurance A Unless otherwise provided in the Supplementary Conditions Owner shall purchase and maintain property insurance upon the Construction at the Site in the amount of the full replacement cost thereof (subject to such deducuble amounts as may be provided in the Supplementary Conditions or required by Laws or Regulations) This insurance will 1 Include the interests of Owner, Owner s Consultant, Design/Builder, Subcontractors and any other individuals or entities indicated in the Supplementary Conditions, and the officers directors Partners. employees, agents, and other consultants and subcontractors of each and any of them each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured, 2 Be written on a Builders Risk all risk or open peril or special causes of loss policy form that shall at least include insurance for nhvsical loss and damage to the Construction temporary buildings falsework and all materials and equipment in transit, and shall insure against at least the following perils or causes of loss fire, lightning, extended coverage theft vandalism and FJCDC D-700 Standard General Conditions of the Contract Between owner and Design/Builder Copyright 02002 National Society of Professional Engineers for EJCDC All rights reserved Includes City of Fort Collins modifications dakd 092004 12 Article 4 CONTRACT PRICE 401 OWNER shall pay DESIGNBUILDER for completion of the Work in accordance with the Contract Documents a sum equal to the Cost of the Work plus a DESIGNBUILDER s Fee for overhead and profit both of which shall be determined as provided below Article 5 COST OF THE WORK 501 Cost of the Work shall be determined as provided in paragraphs 10 01 A and B of the General Conditions but in addition to any limitations therein set forth it shall not include costs in excess of any Guaranteed Maximum Contract Price as set forth in Article 7 hereof Article 6 DESIGNBUILDER'S FEE N/A Article 7 GUARANTEED MAXIMUM PRICE 7 01 DESIGNBUILDER guarantees that the maximum obligation of OWNER for the sum of the Cost of the Work plus the DESIGNBUILDER s Fee will not exceed $564 742 (the GMP ) according to Exhibit B consisting of two (2) pages and incorporated herein by this reference subject to increases or decreases for changes in the Work Article 8 CHANGES IN THE WORK 801 The amount of any increases or decreases in the DESIGN/BUIILDER s Fee or in any Guaranteed Maximum Price or Fee which results from a Change Order shall be set forth in the applicable Change Order subject to the following A Any increase or decrease in the DESIGNBUILDER s Fee resulting from net additions or decreases in the Cost of the Work shall be determined in accordance with paragraph 110 1 C of the General Conditions B In the case of net additions or deletions in the Work the amount of any increase or decrease in the Guaranteed Maximum Price shall be determined in accordance with paragraph 10 01 of the General Conditions M malicious mischief, earthquake, collapse debris removal demolition occasioned by enforcement of Laws or Regulations, water damage, and such other perils or causes of loss as may be scecifically required by the Supplementary Conditions, 3 Include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects) 4 Cover materials and equipment stored at the Site or at another location that was agreed to in writing by Owner Pnor to being incoroorated in the Construction, Provided that such materials and equipment have been included in an Application for Payment approved by Owner, 5 Allow partial utilization in accordance with paragraph 13 06, 6 Include testing and startup and 7 Be maintained in effect until final Ravment is made unless otherwise agreed to in writing by Owner and Design/Builder with thirty days written notice to each other additional insured to whom a certificate of insurance has been issued B Owner shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws or Regulations which will include the interests of Owner Owners Consultants Design/Builder Subcontractors and any other individuals or entities indicated in the Supplementary Conditions each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured C All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained by Owner in accordance with paragraph 5 06 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days prior written notice has been given to Design/Builder and to each other additional insured to whom a certificate of insurance has been issued and will contain waiver provisions in accordance with paragraph 5 07 D Owner shall not be responsible for purchasing and maintaining any property insurance to protect the interests of Design/Builder Subcontractors Suppliers or others in the Work to the extent of any deductible amounts that are identified in the Supplementary Conditions The risk of loss within such identified deductible amount will be bome by Design/Builder Subcontractor or others suffering any such loss and if any of them wishes property insurance coverage within the hunts of such amounts each may purchase and maintain it at the purchasers own expense E If Design/Builder requests in writing that other special insurance be included in the property insurance policies provided under paragraph 5 06 Owner shall if possible include such insurance and the cost thereof will be charged to Design/Builder by appropriate Change Order Prior to commencement of the Work at the Site Owner shall in writing advise Design/Builder whether or not such other insurance has been procured by Owner 5 07 Waiver of Rights A Owner and Design/Builder intend that all policies purchased in accordance with paragraph 5 06 will protect Owner Owners Consultant Design/Builder Subcontractors Suppliers and all other individuals or entities indicated in the Supplementary Conditions to be listed as insureds or additional insureds (and the officers directors partners employees agents and other consultants and subcontractors of each and any of them) in such policies and will provide primary coverage for all losses and damages caused by the perils or causes of loss covered thereby All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder Owner and Design/Builder waive all rights against each other and their respective officers directors partners employees agents and other consultants and subcontractors of each and any of them for all losses and damages caused by arising out of or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work and in addition waive all such rights against Owners Consultant Subcontractors Suppliers and all other individuals or entities indicated in the Supplementary Conditions to be listed as insureds or additional insureds under such policies for losses and damages so caused None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Owner as trustee or otherwise payable under any policy so issued B Owner waives all rights against Design/Builder Subcontractors and Suppliers and the officers directors employees and agents of any of them for 1 Loss due to business interruption loss of use or other consequential loss extending beyond direct physical loss or damage to Owners property caused by, arising out of or resulting from fire or other Peril whether or not insured by Owner, and 2 Loss or damage to the completed Proiect or any Part thereof caused by, arising out of or resulting from fire or other insured Peril or cause or loss covered by any Property insurance maintained on the completed Protect or Part thereof by Owner during Partial utilization pursuant to Paragraph 1306, after Substantial E1CDC D-700 Stallard General Cond uons of the Contract Between Owner and Design/Builder Copyright 02002 National Soc¢ty of Professional Engineers for EICDC All rights reserved includes City of Fort Collins modifications dated 0921104 13 Compleuon pursuant to paragraph 13 05 or after final Payment pursuant to paragraph 13 08 C Any insurance policy maintained by Owner covering any loss damage or consequential loss referred to in paragraph 5 07 B shall contain provisions to the effect that in the event of payment of any such loss damage or consequential loss the insurers will have no rights of recovery against Design/Builder Subcontractors Owners Consultant and the officers directors partners employees agents and other consultants and subcontractors of each and any of them 5 08 Receipt and Application of Insurance Proceeds A Any insured loss under the policies of insurance required by paragraph 5 06 will be adjusted with Owner and made payable to Owner as fiduciary for the insureds as their interests may appear subject to the requirements of any applicable mortgage clause and of paragraph 5 08 B Owner shall deposit in a separate account any money so received and shall distribute it in accordance with such agreement as the parties in interest may reach If no other special agreement is reached the damaged Construction shall be repaired or replaced the moneys so received applied on account thereof and the Work and the cost thereof covered by an appropriate Change Order B Owner as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within 15 days after the occurrence of loss to Owners exercise of this power If such objection be made Owner as fiduciary shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach If no such agreement among the parties in interest is reached Owner as fiduciary shall adjust and settle the loss with the insurers and if Felfuned in wfiting 5 09 Acceptance of Bonds and Insurance, Option to Replace A If either Owner has any objection to the coverage afforded by or other provisions of the Bonds or insurance required to be purchased and maintained by gw ther--per Design/Builder in accordance with Article 5 on the basis of their not complying with the Contract Documents the-objee4aag-park Owner shall so notify the ethef pia45 Design/Budder in writing within tea fifteen (15) days after receipt of the certificates (or other evidence requested) required by paragraph 2 04 C Ownef and _f .__..snit._ maintain a4l of the Bends and insufanese F@quaed-&&saeh-VeAy by the Genieaet Deeufflenl`-��� the V104 OF Of SUM f8jine te maintain pFigf to any ehange in 5 10 Partial Utilization, Acknowledgment of Property Insurance A If Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in paragraph 13 06 no such use or occupancy shall commence before the insurers providing the property insurance pursuant to paragraph 5 06 have acknowledged nonce thereof and in writing effected any changes in coverage necessitated thereby The insurers providing the property insurance shall consent by endorsement on the policy or policies but the property insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy ARTICLE 6 — DESIGN/BUILDER S RESPONSIBILITIES 6 01 Design Professional Services A Standard of Care The standard of care for Design Professional Services performed or furnished under this Agreement will be the care and skill ordinarily used by members of the architectural and engineering professions practicing under similar conditions at the same time and locality B Preliminary Design Phase After the Contract Times commence to inn Design/Builder shall 1 Consult with Owner to understand Owner s requirements for the Project and review available data 2 Advise Owner as to the necessity of Owners providing or obtaining from others additional resorts data, or services of the types provided in paragraph 8 01 A 6 a g and assist Owner in obtaining such reports data, or services, 3 Identify and analyze requirements of governmental authorities having it risdiction to approve the portions of the Project designed or spgclfiedby Design/Builder with whom consultation is to be undertaken in connection with the Protect 4 Obtain such additional geotechnical and related information which it deems necessary for Performance of the Work, EICDC D-700 Standard General Condmons of the Contract Between Owner and DesignBwid r Copyright @2002 National Society of Professional Engineers for E1CDC All rights reserved Includes City of Fort Collins modifications dated 092004 14 5 On the basis of the Conceptual Documents and Design/Builders Proposal prepare preliminary design documents consisting of final design criteria preliminary drawings, outline specifications, and written descriptions of the Protect, 6 Finnish the Prelimmnary design documents to and review them with Owner within the times indicated in the schedules described in paragraphs 2 06 A l and 2 06 A 2. and 7 Identify any variations in the preliminary design documents from the Contract Documents in accordance with 6 17 B C Final Design Phase After written acceptance by Owner of the prehmninary design phase documents Design/Builder shall 1 On the basis of the accepted Preliminary Design Phase documents prepare final Drawings showm2 the scope, extent, and character of the Construction to be performed and famished by Design/Builder and Specifications (which will be prepared where appropriate in general conformance with the sixteen division format of the Construction Specifications Institute), 2 Provide technical criteria, written descriptions and design data required for obtaining approvals of such governmental authorities as have indiction to review or approve the final design of the Project and assist Owner in consultations with appropriate authorities 3 Fumish the above documents, Drawings and Specifications to and review them with Owner within the times indicated in the schedules described in aragraphs 206A 1 and206A2, and ^' 4 Identify any deviations from other Contract Documents in accordance with paragraph 6 17 B 6 02 Supervision and Supenntendence of Construction A Design/Builder shall supervise inspect and direct the Construction competently and efficiently devoting such attention thereto and applying such skills and expertise as may be necessary to provide the Construction in accordance with the Contract Documents Design/Builder shall be solely responsible for the means methods techniques sequences and procedures of Construction Design/Builder shall be responsible to see that the completed Construction complies accurately with the Contract Documents and shall keep Owner advised as to the quality and progress of the Construction B At all times during the progress of Construction the Design/Builder shall assign a competent resident superintendent thereto who shall not be replaced without written notice to Owner except under extraordinary circumstances The superintendent will be Design/Builders representative at the Site and shall have authority to act on behalf of Design/Builder All communications given to or received from the superintendent shall be binding on DesignBmlder 6 03 Labor, Working Hours A Design/Builder shall provide competent suitably qualified personnel to perform the Work as required by the Contract Documents Design/Builder shall at all times maintain good discipline and order at the Site B Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto and except as otherwise indicated in the Contract Documents all Construction at the Site shall be performed during (Regular wWorking hHours and Designtnuilder will not pernut overtime work or the performance of Construction on Saturday Sunday or any ]Legal hHoliday without Owners written consent whieh will net be HaFeaseflably withheld- Design/Builder shall submit requests to Owner no less than 48 hours in advance of an Work to be performed on Saturday Sunday Legal Holidays or outside Regular Working Hours 6 04 Services, Materials, and Equipment A Unless otherwise specified in the Contract Documents Design/Builder shall famish or cause to be furnished and assume full responsibility for materials equipment labor transportation construction equipment and machinery tools appliances fuel power light heat telephone water sanitary facilities temporary facilities and all other facilities and incidentals necessary for the Work 1 Purchasing Restrictions Design/Builder must comply with the City s purchasing restrictions Copies of the resolution(s) are available for review in the offices of the Purchasing and Risk Management Division or the city Clerk s office 2 Cement Restrictions City of Fort Collins Resolution 91 121 requires that suppliers and producers of cement or products containing cement certify that the cement was not made in cement kilns that bum hazardous waste as a fuel B All materials and equipment incorporated into the Work shall be of good quality and new except as otherwise provided in the Contract Documents All warranties and guarantees specifically called for by the Contract Documents shall expressly run to the benefit of Owner If reasonably required by Owner Design/Builder shall furnish EICDC 6700 Standard Geoerat Condmons of the Contiaot Between Owner and IbsigNBuilder Copynght 02002 National Socrzty of Professional Engmecm for FJCDC All nghts reserved Includes City of Fort Collins modifications dated 09/2004 15 satisfactory evidence (including reports of required tests) as to the source kind and quality of materials and equipment All materials and equipment shall be applied installed connected erected used cleaned and conditioned in accordance with instructions of the applicable Supplier except as otherwise provided in the Contract Documents 6 05 Progress Schedule A Design/Builder shall adhere to the progress schedule established in accordance with paragraph 2 06 A as it may be adjusted from time to time as provided below 1 Design/Builder shall subtmt to Owner for acceptance oroposed admstments in the progress schedule that will not change the Contract Times (or Milestones) Such adjustments will conform generally [o the Progress schedule then in effect. and will comply with any Provisions of the Contract Documents applicable thereto 2 Proposed adjustments in the progress schedule that will change the Contract Times (or Milestones) shall be submitted in accordance with the requirements of Article 1102 Such adjustments may only be made by a Change Order or 6 06 Concerning Subcontractors, Suppliers, and Others A Design/Builder shall not employ any Subcontractor Supplier or other individual or entity against whom Owner may have reasonable objection Design/Builder shall not be required to employ any Subcontractor Supplier or other individual or entity to furnish or perform any of the Work against whom Design/Builder has reasonable objection Deslen/Builder shall perform not less than 20 percent of the Work with its own forces (that is, without subcontracting) The 20 percent Mutrement shall refer to the Work the value of which totals not less than 20 percent of the Contract Price B Design/Builder shall be fully responsible to Owner for all acts and omissions of the Subcontractors Suppliers and other individuals or entities perforrmng or furnishing any of the Work just as Design/Builder is responsible for Design/Builders own acts and omissions Nothing in the Contract Documents shall create for the benefit of any such Subcontractor Supplier or other individual or entity any contractual relationship between Owner and any such Subcontractor Supplier or other individual or entity nor shall it create any obligation on the part of Owner to pay or to see to the payment of any moneys due any such Subcontractor Supplier or other individual or entity except as may otherwise be required by Laws or Regulations C Design/Builder shall be solely responsible for scheduling and coordinating Subcontractors Suppliers and other individuals and entities performing or furnishing any of the Work under a direct or indirect contract with Design/Builder The divisions and sections of the Specifications and the identifications of any Drawings shall not control Design/Builder in dividing the Work among Subcontractors and Suppliers or delmeatmg the Work to be performed by any specific trade D Design/Builder shall require all Subcontractors Suppliers and such other individuals and entities performing or furnishing any of the Work to communicate with the Owner through Design/Builder E All Work performed for Design/Builder by a Subcontractor or Supplier will be pursuant to an appropriate Design Subagreement or Construction Subagreement between Design/Builder and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner Wheneve- any sueh agfperepat is with r .SHbe0Htfi3let8F OF rr hef Who is listed as an addillenal the areement between the DesiguiBuildef and h 8000FAFRetef Of rr gr � � wheFeby the .. SalleeeteF _ e.._l.e_ walves �bal . tits YY against OwneF D0Sie..n]...1deF n..e__ CORSHIBInt and all etheF addiNenat and 0A.e_ .. ....1. any ef theffl) flif all !Bases Bad damages eaused by any of the ...thee1Je to the .v elek if the imurefs on the gains 6 07 Patent Fees and Royalties A Design/Builder shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention design process product or device which is the subject of patent tights or copyrights held by others If a particular invention design process product or device is specified in the Conceptual Documents for use in the performance of the Construction and if to the actual knowledge of Owner its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others the existence of such tights shall be disclosed by Owner in the Conceptual Documents B To the fullest extent permitted by Laws or Regulations Design/Builder shall indemnify and hold harmless Owner and Owner s Consultant and the officers directors partners employees or agents and other consultants of each and any of them from and against all claims costs losses and damages (including but not limited to all fees and charges of engineers architects attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from any EJCDC D 700 Stallard Clewed Condition. of the Contact Between Owner a it Design/Builder Copyright 02002 National Smuety of Professional Engineers for afCDC All rights reserved Includes City of Fort Collins modd imlions dated 09/2004 16 infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention design process product or device not Identified in the Conceptual Documents C To the fullest extent permitted by Laws or Regulations Owner shall indemnify and hold harmless Design/Builder and its officers directors partners employees or agents Subcontractors and Suppliers from and against all claims costs losses and damages (including but not hutted to all fees and charges of engineers architects attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention design process product or device required by the Conceptual Documents 6 08 Permits A Unless otherwise provided in the Contract Documents Design/Builder shall obtain and pay for all necessary pertmts licenses and approvals of governmental authorities having jurisdiction over the Work Owner shall assist Design/Builder when necessary in obtaining such permuts licenses and approvals Design/Builder shall pay all governmental charges and inspection fees necessary for the performance of the Work which are applicable on the last day for receipt of Proposals or on the effective date of the Agreement Design/Builder shall pay all charges of utility owners for connections to the Work and Design/Builder shall pay fees as Provided in the Supplemental Conditions OwneF shall pay all ehaFges r 6 09 Laws or Regulations A Design/Builder shall give all notices required by and comply with all Laws or Regulations applicable to the performance of the Work Except where otherwise expressly required by applicable Laws and Regulations Owner shall not be responsible for monitoring Design/Builders compliance with any Laws or Regulations B If DestgnBBudder performs any Work knowing or having reason to know that it is contrary to Laws or Regulations Design/Builder shall bear all costs arising therefrom C Changes in Laws or Regulations not known on the date of receipt of Proposals having an effect on the cost or time of performance may be the subject of a change in Contract Price or Contract Times 610 Taxes A Design/Builder shall pay all sales consumer use and other similar taxes required to be paid by Design/Builder in accordance with the Laws or Regulations of the place of the Project which are applicable during the performance of the Work B Owner is exempt from Colorado state and local sales and use taxes on materials to be permanently incorporated into the project Said taxes shall not be included in the Contract Price Design/Builder must apply for and receive a Certificate of Exemption from the Colorado Department of Revenue for construction materials to be physically incorporated into the project This Certification of Exemption provides that the Design/Builder shall neither pay nor include in his Proposal sales and use taxes on those building and construction materials physically incorporated into the project Address Colorado Department of Revenue State Capital Annex 1375 Sherman Street Denver CO 80261 C Sales and use taxes for the State of Colorado Regional Transportation District (RTD) and certain Colorado counties are collected by the State of Colorado and are included in the Certification of Exemption All applicable sales and use taxes (including State collected taxes) on any items other than construction and building materials physically incorporated into the project are to be paid by Design/Builder and are to be included in appropriate Work items 611 Use of Site and Other Areas A Limitation on Use of Site and Other Areas 1 Design/Builder shall confine construction equipment, the storage of materials and egumment and the operations of construction workers to the Site and other areas permitted by Laws or Regulations and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment Design/Builder shall assume full responsibility for any damage to any such land or area or to the owner or occupant thereof or of any adjacent land or areas resulting from the performance of the Work 2 Should any claim be made by any such owner or occupant because of the performance of Work Design/Builder shall promptly settle with such other party by negotiation or otherwise resolve the claim arbitration or other disoute resolution Proceeding or at law 3 To the fullest extent permitted by Laws or Regulations, Design/Builder shall indemnify and hold harmless Owner. Owners Consultants and anyone BICDC D-700 Standad Getwnl Conditions of the Contract Between Owner and DesigNBmlder Copyright 02002 National Socmty of Profesmonal Engineers for FJCDC All rights reserved includes City of Fort Collins modifications dated 092004 17 directly or indirectly employed by any of them from and against all claims, costs, losses and damages (including but not hmrted to, fees of engineers. architects attorneys and other Professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from any claim brought by any such owner or occupant aeamst Owner, or any other party indemnified hereunder to the extent caused by or based upon Design/Builders performance of the Construction B Removal of Debris During the performance of the Construction Design/Builder shall keep the premises free from accumulations of waste materials rubbish and other debris resulting from the Construction Removal and disposal of such waste materials rubbish and other debris shall conform to applicable Laws or Regulations C Cleaning Prior to Substantial Completion Design/Builder shall clean the Site and make it ready for utilization by Owner At completion of Construction Design/Builder shall remove all tools appliances construction equipment temporary construction and machinery and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents D Loading Structures Design/Builder shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure nor shall Design/Builder subject any part of the Construction or adjacent property to stresses or pressures that will endanger it 6 12 Record Documents A Design/Builder shall maintain in a safe place at the Site one record copy of all Drawings Specifications Addenda Change Orders Field Orders and Work Change Directives in good order and annotated to show all changes made during performance of the Work These record documents together with all approved Subtmttals will be available to Owner for reference Upon completion of the Work and Prior to release of final payment these record documents and Submittals including a reproducible set of record drawings as provided in paragraph 3 05 D will be delivered to Owner 6 13 Safety and Protection A Design/Builder shall be solely responsible for initiating maintaining and supervising all safety precautions and programs in connection with the Work Design/Builder shall take all necessary precautions for the safety of and shall provide the necessary protection to prevent damage injury or loss to 1 All persons on the Site or who may be affected by the Work. 2 All Work and materials and eaumment to be incorp rated therein, whether in storage on or off the Site, and 3 Other Property at the Site or adjacent thereto including trees, shrubs, lawns walks pavements roadways, structures, utilities and underground facilities not designated for removal. relocation, or replacement in the course of construction B Design/Builder shall comply with applicable Laws or Regulations relating to the safety of persons or property or to the protection of persons or property from damage injury or loss and shall erect and maintain all necessary safeguards for such safety and protection Design/Builder shall notify owners of adjacent property and of underground facilities and utility owners when prosecution of the Work may affect them and shall cooperate with them in the protection removal relocation and replacement of their property C All damage injury or loss to any property referred to in paragraph 6 13 A 2 or 6 13 A 3 caused directly or indirectly in whole or in part by Design/Builder any Subcontractor Supplier or any other individual or entity directly or indirectly employed by any of them to perform any of the Work or anyone for whose acts any of them may be liable shall be remedied by Design/Builder D Design/Builders duties and responsibilities for safety and for protection of the construction shall continue until such time as all the Work is completed and Owner has issued a notice to Design/Builder in accordance with paragraph 13 08 B that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion) 6 14 Safety Representative A Design/Builder shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs 6 15 Hazard Communication Programs A Design/Builder shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations FJCDC 6700 Standard General Conditions f the Cont=1 Between Owner and DesigNBwlder Copynght ®2002 National Society of Professional Engineers for EfCDC All rights msmed Includes City of Fmt Collim modrficairons dated 09r2004 18 616 Emergencies A In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto Design/Builder is obligated to act to prevent threatened damage injury or loss Design/Builder shall give Owner prompt written notice if Design/Builder believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof If a change in the Contract Documents is required because of the action taken by Design/Builder in response to such an emergency a Work Change Directive or Change Order will be issued 617 Submittals A Owner will review and approve Submittals in accordance with the schedule of required Submittals accepted by Owner as required by paragraph 2 06 A Owner s review and approval will be only to determine if the items covered by the Submittals will after installation or incorporation in the construction conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents Owners review and approval will not extend to means methods techniques sequences or procedures of construction (except where a particular means method technique sequence or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions B Owners review and approval of Submittals shall not relieve Design/Builder from responsibility for any variation from the requirements of the Contract Documents unless Design/Builder has in a separate written communication at the time of submission called Owners attention to each such variation and Owner has given written approval C Construction prior to Owners review and approval of any required Submittal will be at the sole risk of Design/Builder 6 18 Continuing the Work A Design/Builder shall continue the Work and adhere to the progress schedule during all disputes or disagreements with Owner No Work shall be delayed or postponed pending resolution of any disputes or disagreements except as Design/Builder and Owner may otherwise agree in writing 619 Post Construction Phase A Design/Builder shall 1 Provide assistance in connection with the start up, testing, refining and adjusting of any equipment or system 2 Assist Owner in training staff to operate and maintain the Work 3 Assist Owner in developing systems and Procedures for control of the operation and maintenance of and record keeping for the Work 6 20 Design/Builder s General Warranty and Guarantee A Design/Builder warrants and guarantees to Owner that all EeasnaiEtten Work will be in accordance with the Contract Documents and will not be defective Design/Builders warranty and guarantee hereunder excludes defects or damage caused by 1 Abuse, modification or improper maintenance or operation by persons other than DesignBuilder, Subcontractors. or Suppliers or any other individual for whom Design/Builder is responsible unless such abuse modification, or improper maintenance or operation was pernutted by or could reasonably have been prevented by Design/Builder. Subcontractors or Suophers or 2 Normal wear and tear under normal usage B Design/Builders obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Design/Builders obligation to perform the Work in accordance with the Contract Documents 1 Observations by Owner, 2 The making of any progress or final payment 3 The issuance of a certificate of Substantial Completion or any payment by Owner to Design/Builder under the Contract Documents 4 Use or occupancy of the Work or any part thereof by Owner. 5 Any acceptance by Owner or any failure to do SO, EICDC D-700 standard General Condmons of do Ciio r l Between Owner and Design/Bu Ider Copynght 02002 National society of Professiorul Engineers for EICDC All rights reserved Includes City of Fort Collins modifications dated 092004 19 6 Any review and approval of a Submittal 7 Any inspection test or approval by others or 8 Any correction of defective Eenatswuen Work by Owner 621 Indemnification A To the fullest extent permitted by Laws or Regulations Design/Builder shall indemnify and hold harmless Owner Owner s Consultants and the officers directors partners employees agents other consultants and subcontractors of each from and against all claims costs losses and damages (including but not limited to all fees and charges of engineers architects attorneys and other professionals and all court or arbitration or other dispute resolution costs) ansmg out of or resulting from the performance of GeasLmeuea the Work provided that any such claim cost loss or damage is attributable to bodily injury sickness disease or death or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom butte -Italy- extent and is caused in whole or in part by any negligent act or omission of Design/Builder any Subcontractor any Supplier or any individual or entity directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable regardless of whether or not caused in part by any negligence or omission of an individual or entity indemnified hereunder or whether hability is imposed upon such indemnified party by Laws and Regulations regardless of the negligence of any such individual or entity B In any and all claims against Owner Owners Consultant or any of their respective consultants agents officers directors partners or employees by any employee (or the survivor or personal representative of such employee) of Design/Builder any Subcontractor any Supplier any individual or entity directly or indirectly employed by any of them to perform any of the Work or anyone for whose acts any of them may be liable the indemnification obligation under paragraph 6 21 A shall not be limited in any way by any limitation on the amount or type of damages compensation or benefits payable by or for Design/Builder or any such Subcontractor Supplier or other individual or entity under workers compensation acts disability benefit acts or other employee benefit acts C The indemnification obligations of Design/Builder under paragraph 6 21 A shall not extend to the liability of Owners Consultant and their officers directors partners employees agents other consultants and subcontractors arising out of the preparation or approval of maps drawings opinions reports surveys designs or specifications 6 22 Survival of Obligations A All representations, indemnifications warranties and guarantees made in, required by or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents will survive final payment completion and acceptance of the Work and termination or completion of the Agreement ARTICLE 7 — OTHER CONSTRUCTION 7 01 Related Work at Site A Owner may perform other Work related to the Project at the Site by Owner s employees or let other direct contracts therefor or have other work performed by utility owners If such other work is not noted in the Contract Documents then 1 Written notice thereof will be eiven to Design/Builder prior to starting any such other work and 2 Design/Builder may make a Claim therefor as provided in Article 9 if Design/Builder believes that such performance will involve additional expense to Design/Builder or requires additional time and the parties are unable to agree as to the amount or extent thereof B Design/Builder shall afford each other contractor who is a party to such a direct contract and each utility owner (and Owner if Owner is performing the additional work with Owners employees) proper and safe access to the Site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work and shall properly connect and coordinate the Work with theirs Unless otherwise provided in the Contract Documents Design/Builder shall do all cutting fitting and patching of the Work that may be required to make its several parts come together properly and integrate with such other work Design/Builder shall not endanger any work of others by cutting excavating or otherwise altering their work and will only cut or alter their work with the written consent of Owner and the others whose work will be affected The duties and responsibilities of Design/Builder under this paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of Design/Builder in said direct contracts between Owner and such utility owners and other contractors C If the proper execution or results of any part of Design/Builders Work depends upon work performed or services provided by others under this Article 7 Design/Builder shall inspect such other work and appropriate instruments of service and promptly report to Owner in witting any delays defects or deficiencies in such other work FJCDC D 700 Standard General Condmons of the Contract Between Owner and Design/Builder Copyright 02002 Natiowl society of Professtotal Engineers for FJCDC All rights reserved Includes City of Fort Collin modifications dated 092004 20 or services that render it unavailable or unsuitable for the proper execution and results of Design/Builders Work Design/Builders failure so to report will constitute an acceptance of such other work as fit and proper for integration with Design/Builders Work except for latent or nonapparent defects and deficiencies in such other work 7 02 Coordination A If Owner intends to contract with others for the performance of other work on the Protect at the Site the following will be set forth in Supplementary Conditions 1 The individual or entity who will have authority and responsibility for coordination of the activities among the various pnme contractors will be identified. 2 The specific matters to be covered by such authority and responsibility will be itemized and 3 The extent of such authority and responsi bihties will be Provided B Unless otherwise provided in the Supplementary Conditions Owner shall have sole authority and responsibility in respect of such coordination ARTICLE 8 — OWNER S RESPONSIBILITIES 8 01 General A Owner shall do the following in a timely manner so as not to delay the services of Design/Builder 1 Designate in writing a person to act as Owner s Representative with respect to the services to be rendered under this Agreement Such person shall have complete authority to transmit instructions, receive information, interpret and define Owner s policies make decisions with respect to performance of the Work and shall provide such other services as may be agreed upon 2 Provide such legal services as Owner may require with regard to legal issues Pertaining to the Protect including any that may be raised by Design/Builder, 3 If requested in writing by DesignBuilder, famish reasonable evidence satisfactory to Design/Builder that sufficient funds are available and committed for the entire cost of the Protect Unless such reasonable evidence is famished Design/Builder is not required to commence or continue any Work or may, if such evidence is not presented within a reasonable time stop Work upon 15 days notice to the Owner, 4 Make payments to Design/Builder promptly when they are due as provided in paragraph 13 03 and 1308, 5 Furnish the Site as set forth in Paragraph 401 A 6 Furnish to DesignBuilder, as reauired for performance of Design/Builders Services the following_ all of which Design/Builder may use and rely upon in performing services under this Agreement a Environmental assessment and impact statements b Property boundary easement right of way topographic and utility surveys Property descriptions Zoning deed and other land use re sanctions e Engineering surveys to establish reference points for design and construction which in Owners judgment are necessary to enable Design/Builder to proceed with the Work f Assistance to Design/Builder in filing documents required to obtain necessary pertmts licenses and approvals of governmental authorities having jurisdiction over the Protect g Permits licenses and approvals of government authorities Owner is specifically required to obtain by the Contract Documents and h All subsurface data at or contiguous to the Site which Owner may have obtained 7 Review Submittals subject to Owner review pursuant to paragraph 6 17 A. and 8 Provide information known to or in the possession of Owner relating to the presence of materials and substances at the Site which could create a Hazardous Environmental Condition 8 02 Insurance A Owners responsibilities in respect of purchasing and maintaining liability and property insurance are set forth in Article 5 FJCDC f>700 Slandar Geneal Condmons of the Contract liamaeo Gwner and Design/Builder CoMnght 02002 National Soctety of Ptofessional Engineers for FJCDC All rights reserved Wades City of Fort Collins aodificattons dated 09/2004 21 8 03 Limitations on Owner s Responsibilities A The Owner shall not supervise direct or have control or authority over nor be responsible for Design/Builders means methods techniques sequences or procedures of construction or the safety precautions and programs incident thereto or for any failure of Design/Builder to comply with Laws or Regulations applicable to the furnishing or performance of the Work Owner will not be responsible for Design/Builders failure to perform the Work in accordance with the Contract Documents 8 04 Undisclosed Hazardous Environmental Condition A Owner s responsibility in respect of undisclosed Asbestos PCBs Petroleum Hazardous Waste or Radioactive Materials uncovered or revealed at the Site is set forth in paragraph 4 04 8 05 Resident Project Representation A Owner may famish a Resident Project Representative to observe the performance of Construction The duties responsibilmes and limitations of authority of any such Resident Project Representative and assistants will be as provided in the Supplementary Conditions 8 06 Owner's Consultant A Owners Consultant if any has no duties responsibilities or authorities with respect to Design/Builder unless so provided in the Supplementary Conditions ARTICLE 9 — CHANGES IN THE WORK, CLAIMS 9 01 Authorized Changes in the Work A Without invalidating the Agreement and without notice to any surety Owner may at any time or from time to time order additions deletions or revisions in the Work mathin the-ge _..-,.i S__r_ _ the Gentfae by a Written Amendment, Change Order or a Work Change Directive Upon receipt of any such document Design/Builder shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided) 9 02 Unauthorized Changes in the Work A Design/Builder shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any Work performed that is not required by the Contract Documents as amended modified and supplemented as provided in paragraph 3 04 except in the case of an emergency as provided in paragraph 6 16 or in the case of uncovering Construction as provided in paragraph 1204 9 03 Claims A Notice If Owner and Design/Builder are unable to agree on enutlement to or on the amount or extent if any of an adjustment in the Contract Price or an adjustment of the Contract Times that should be allowed as a result of any order of Owner pursuant to paragraph 9 01 A or other occurrence for which the Contract Documents provide that such adjustment(s) may be made a Claim may be made therefor Written notice of intent to make such a Claim shall be submitted to the other party promptly and in no event more than 15 days after the start of the occurrence or event giving rise to the Claim B Documentation Substantiating documentation shall be submitted by the claiming party within 30 days after delivery of the notice required by paragraph 9 03 A C Decision The other party shall render a decision on the Claim no more than 30 days after the receipt of the substantiating documentation required by paragraph 9 03 B This decision will be final and binding unless the claiming party gives notice of intention to exercise its rights under Article 15 within 30 days of receipt of the decision and exercises such rights within 30 days of giving the notice of intent D Time Limit Extension The time limits of paragraphs 9 03 B and 9 03 C may be extended by mutual agreement 9 04 Execution of Change Orders A Owner and Design/Builder shall execute appropriate Change Orders covering 1 Changes in the Work which are (i) ordered by Owner pursuant to paragraph 9 01 (it) remured because of acceptance of defective Construction or Work under paragraph 1208 or Owners correction of defective Construction or Work under paragraph 1209 or (ail agreed to by the Parties and 2 Changes in the Contract Price or Contract Times which are agreed to by the Parties including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive - provided that, in lieu of executing any such Change Order, an anneal may be taken from any such decision in accordance with the provisions of the Contract Documents and applicable Laws and Regulations but during any such anoeal. Design/Builder shall carry on the EJCDC 0.700 standard General Conditions of the Contract Between Owner end Design/Budder Copyright 02002 National Smisty of Professional Engineers for FJCDC All rights reserved includes City of Fort Collins modifications dated 09/2004 22 Article 9 PAYMENT PROCEDURES 9 01 DESIGNBUILDER shall submit and OWNER will process Applications for Payment in accordance with Article 13 of the General Conditions Applications for Payment will indicate the amount of the DESIGNBUILDER s Fee then payable A Progress Payments Retamage OWNER shall make progress payments on account of the Contract Price on the basis of DESIGN/BUILDER s Applications for Payment on or about the 15th day of each month during performance of the Work as provided in paragraphs 9 01 A 1 and A 2 below All such payments will be subject to the limitations of any Guaranteed Maximum Price or DESIGNBUILDER s Fee and will be measured by the acceptable Schedule of Values established in paragraph 2 06 of the General Conditions (and in the case of Unit Price Work based on the number of units completed) 1 For Cost of Work Progress payments on account of the Cost of the Work will be made as follows a Prior to Substantial Completion in an amount equal to the percentage indicated below but in each case less the aggregate of payments previously made and less such amounts as OWNER may withhold in accordance with paragraph 13 03 B of the General Conditions (1) 90 percent of Cost of the Work completed (with the balance being retainage) If the Work has been 50% completed as determined by OWNER and if the character and progress of the Work have been satisfactory to OWNER OWNER may determine that as long as the character and progress of the Work remain satisfactory there will be no additional retainage on account of Work completed in which case the remaining progress payments prior to Substantial Completion will be in an amount equal to 100% of the Work completed (2) 90 percent of (with the balance being retainage) of the cost of materials and equipment not incorporated in the Work (but delivered suitably stored and accompanied by documentation satisfactory to OWNER as provided in paragraph 13 02 A of the General Conditions) b Upon Substantial Completion in an amount sufficient to increase total payments to DESIGNBUILDER to 95 percent of the Contract Price (with the balance being retainage) less such amounts as OWNER shall determine that OWNER may withhold in accordance with paragraph 13 03 B of the General Conditions 2 For DESIGNBUILDER s Fee Progress payments on account of the DESIGNBUILDER s Fee will be made as follows k Work and adhere to the progress schedule as provided in paragraph 6 18 9 05 Notice to Sureties A If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including but not limited to Contract Price or Contract Times) is required by the provisions of any Bond to be given to a surety the giving of any such notice will be Design/Builders responsibility The amount of each applicable Bond will be adjusted to reflect the effect of any such change 9 06 Effect of Change Orders A By the execution of a Change Order a Work Change Directive or Written Agreement Owner and Design/Builder expressly acknowledge and agree that said Change Order Work Change Directive or Written Agreement provides for a fair and equitable adjustment in Contract Price and/or Contact Time for the additions deletions or revisions in the Work as authorized by said Change Order Work Change Directive or Written Agreement Owner and Design/Builder further expressly acknowledge and agree that claims for adjustments to the Contract Price and/or Contract Time covered by a Change Order Work Change Directive or Written Agreement are not valid ARTICLE 10 - COST OF THE WORK, CASH ALLOWANCES, UNIT PRICE WORK 10 01 Cost of the Work A Costs Included The term Cost of the Work means the sum of all costs necessarily incurred and paid by Design/Builder in the proper performance of the Work When the value of Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work the costs to be reimbursed to Design/Builder will be only those additional or incremental costs required because of the change of the Work or because of the event giving nse to the Claim Except as otherwise may be agreed to in writing by Owner such costs shall be in amounts no higher than those prevailing in the locality of the Project shall include only the following items and shall not include any of the costs itemized in paragraph 10 01 B 1 Payroll costs for employees in the direct employ of Design/Builder in the Performance of the Work under schedules of iob classifications agreed upon by Owner and Design/Builder a Such employees shall include without limitation superintendents foremen and other personnel employed full time at the Site Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work Payroll costs shall inelude-♦3at not -be limited to salaries and wages plus the cost of fringe benefits which shall include social security contributions unemployment excise and payroll taxes workers compensation and health and retifemenE benefits holiday pay applicable thereto The expenses of performing Work after regular working hours on Saturday Sunday or }Legal hHolidays shall be included in the above to the extent authorized by Owner b Such employees shall also include engineers engineering technicians architects and others providing Design Professional Services For purposes of this paragraph 10 01 A 1 Design/Builder shall be entitled to payment for such employees an amount equal to salary costs times a factor both as designated in the Agreement for all services performed or furnished by such employees engaged on the Project 2 Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers field services required in connection therewith All cash discounts shall accrue to Design/Builder unless Owner deposits funds with Design/Builder with which to make moments, in which case the cash discounts shall accrue to Owner All trade discounts, rebates and refunds and returns from sale of surplus materials and equipment shall accrue to Owner. and Design/Builder shall make provisions so that they may be obtained 3 Payments made by Design/Builder to Subcontractors (excluding payments for Design Professional Services pursuant to paragraph 10 01 A 4) for Work performed or furnished by Subcontractors If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee the Subcontractors Cost of the Work and fee shall be de[errtutied in the same manner as Design/Builders Cost of the Work and fee All subcontracts shall be subiect to the other provisions of the Contract Documents msofaz as applicable 4 Payments made by Design/Builder for Design Professional Services provided or furnished under a Design Subaereement 5 Costs of special consultants fincluding but not limited to testing laboratories surveyors, attorneys, and EICDC D-700 standard Gemnal Conditions of the Contract Between owner and Design/Budder Copyright 02002 National society of Professional Engineers for EtCDC All rights ¢served Includes City of Fort Collins nndifications dated 09/2004 23 accountants) employed for services specifically related to the Work 6 Supplemental costs including the following items a The proportion of necessary transporta lion travel and subsistence expenses of Design/Builders employees incurred in discharge of dunes connected with the Work b Cost including transportation and maintenance of all materials supplies equipment machinery appliances office and temporary facilities at the Site and hand tools not owned by the workers which are consumed in the performance of the Work and cost less market value of such items used but not consumed which remain the property of Design/Builder c Rentals of all construction or engineering equipment and machinery and the parts thereof whether rented from Design/Builder or others in accordance with rental agreements approved by Owner and the costs of transportation loading unloading installation dismantling and removal thereof All such costs shall be in accordance with the terms of said rental agreements The rental of any such equipment machinery or parts shall cease when the use thereof is no longer necessary for the Work d Sales consumer use and other similar taxes related to the Work and for which Design/Builder is liable imposed by Laws or Regulations e Deposits lost for causes other than negligence of Design/Builder any Subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable and royalty payments and fees for perrmts and licenses f Losses damages and related expenses caused by damage to the Work not compensated by insurance or otherwise sustained by Design/Builder in connection with the furnishing and performance of the Work (except losses and damages within the deductible amounts of property insurance established by Owner in accordance with Article 5 above) provided they have resulted from causes other than the negligence of Design/Builder any Subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable Such losses shall include settlements made with the written consent and approval of Owner No such losses damages and expenses shall be included in the Cost of the Work for the purpose of determining Design/Builders fee g The cost of utilities fuel and sanitary facilities at the Site h Minor expenses such as telegrams long distance telephone calls telephone service at the Site expressage and similar petty cash items in connection with the Work I Cost of prermums for all Bonds and insurance Design/Builder is required by the Contract Documents to purchase and maintain B Costs Excluded The term Cost of the Work shall not include any of the following items 1 Payroll costs and other compensation of Design/Builders officers executives principals (of partnerships and sole proprietorships) general managers engineers architects estimators attorneys auditors accountants purchasing and contracting agents expediters timekeepers clerks and other personnel employed by Design/Builder whether at the Site or in Design/Builders principal or a branch office for general administration of the Work and not specifically included in the agreed upon schedule of lob classifications referred to in paragraph 10 01 A 1 all of which are to be considered administrative costs covered by the Design/Builder s fee 2 Expenses of Design/Builders principal and branch offices other than Design/Builders office at the Site 3 Any part of Design/Builder s capital expenses including interest on Design/Builders capital employed for the Work and charges against Design/Builder for delinquent payments 4 Costs due to the negligence of Design/Builder any Subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable including but not limited to the correction of defective Work disposal of materials or equipment wrongly supplied and making good any damage to property 5 Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in paragraph 10 01 A FJCDC D-700 Standard Creneml Condmons of the Contract Between Owner and Design/Budder Copynght 02002 National Society, of Professional Engineers for FJCDC All rights reserved Includes City of Fort Collins modification dated 092004 24 C DesignBudders Fee When all the Work is performed on the basis of cost plus DesignBuildera fee shall be as set forth in the Agreement When the value of the Work covered by a Change Order is determined on the basis of Cost of the Work Design/Builders fee shall be determined as set forth in paragraph 11 01 C D Documentation Whenever the cost of any Work is to be determined pursuant to paragraph 10 01 A and 10 01 B Design/Builder will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Owner an itemized cost breakdown together with supporting data 10 02 Cash Allowances A The Contract Price includes all allowances so named in the Contract Documents Design/Builder shall cause the Work so covered to be performed for such sums as may be acceptable to Owner Design/Builder agrees that 1 The allowances include the cost to Design/Builder (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes and 2 Except as set forth in the Contract Documents Design/Builder s costs for unloading and handling on the Site, labor. installation costs, overhead profit and other expenses contemplated for the allowances have been included in the Contract Price and not in the allowances and no demand for additional Payment on account of any of the foregoing will be valid B Prior to final payment an appropriate Change Order will be issued to reflect actual amounts due Design/Builder on account of Work covered by allowances and the Contract Price shall be correspondingly adjusted 10 03 Unit Prices A Where the Contract Documents provide that all or part of the Work is to be Unit Price Work initially the Contract Price will be deemed to include for all of Unit Price Work an amount equal to the sum of the established unit prices for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price Detemnnations of the actual quantities and classifications of Unit Price Work performed by Design/Builder will be made by Owner B Each unit price will be deemed to include an amount considered by Design/Builder to be adequate to cover Design/Builder s overhead and profit for each separately identified item C Design/Builder or Owner may make a Claim for an adjustment in the Contract Price in accordance with Article 9 if 1 the quantity of any item of Unit Price Work performed by Design/Builder differs materially and significantly from the estimated quantity of such item indicated in the Contract Documents 2 there is no corresponding adjustment with respect to any other item of Work and 3 Design/Budder believes that it is entitled to an increase in Contract Price as a result of having incurred additional exoense or Owner believes it is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease D Design/Builder acknowledges that Owner has the nght to add or delete items of the Work or change quantities at Owner s sole discretion without affecting the Contract Price of any remaining item so longas s the deletion or addition does not exceed twenty five percent of the estimated quantity of the item ARTICLE 11— CHANGE OF CONTRACT PRICE, CHANGE OF CONTRACT TIMES 1101 Change of Contract Price A The Contract Price may only be changed by a Change Order or by a Written Amendment Any Claim for an adjustment in the Contract Price shall be based on written notice delivered by the party making the Claim to the other party promptly in accordance with paragraph 9 03 A B The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be determined as follows 1 Where the Work involved is covered by unit prices contained in the Contract Documents by avrilication of such unit onces to the Quantities of the items involved (subject to the provisions of paragraph aoh 1003),o 2 Where the Work involved is not covered by unit prices contained in the Contract Documents by a mutually agreed payment basis includmo lump sum (which may include an allowance for overhead and profit FJCDC D-700 Standard General Cnndltinne of the Contract Between Owner end DevgNBmlder Copynght 02002 National Society of Professlonel Engineers for FJCDC All nghts reserved Includes Cay of Fort Collins modifications dated 092004 25 not necessarily in accordance with paragraph 11 01 C 2) or 3 Where the Work involved is not covered by unit Prices contained in the Contract Documents and agreement to a lump sum is not reached under paragraph 11 01 B 2 on the basis of the Cost of the Work (determined as provided in paragraph 1001) plus a Design/Builder s Fee for overhead and profit (determined as provided in paragraph 1101 C) C Design/Builders Fee The Design/Builders fee for overhead and profit on Change Orders shall be determined as follows 1 A mutually acceptable fixed fee or 2 If a fixed fee is not agreed upon then a fee based on the following oercentages of the various portions of the Cost of the Work a For costs incurred under paragraphs 10 01 A 1 a and 10 01 A 2 the Design/Builder s fee shall be 4-5 three percent b For costs incurred under paragraph 1001A3 1001A4 1001A5 and 1001A6 the Design/Builder s fee shall be five three percent c Where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon the intent of paragraphs 1101 C 1 and 110 1 C 2 a is that the Subcontractor who actually performs or furnishes Work at whatever tier will be paid a fee of 15 percent of the costs incurred by such Subcontractor under paragraphs 10 01 A 1 and 10 01 A 2 and that any higher tier Subcontractor and Design/Builder will each be paid a fee of to be negotiated in good faith with Owner but not to exceed five percent of the amount paid to the next lower tier Subcontractor d The amount of credit to be allowed by Design/Builder to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in DesignBuilders fee by an amount equal to fwe three percent of such net decrease and e When both additions and credits are involved in any one change the adjustment in Design/Builders fee shall be computed on the basis of the net change in accordance with paragraphs 1101 C 2 a through 11 01 C 2 d inclusive f No fee shall be payable on the basis of costs itemized under paragraphs 10 01 A 5 1001 A 6. or 10 01 B 1102 Change of Contract Times A The Contract Times (or Milestones) may only be changed by a Change Order Any Claim for an adjustment of the Contract Times (or Milestones) shall be based on written notice pursuant to paragraph 9 03 A B Delays Beyond DesignBuilders Control Where Design/Builder is prevented from completing any part of the Work within the Contract Times (or Milestones) due to delay beyond the control of Design/Builder the Contract Times (or Milestones) will be extended in an amount equal to the time lost due to such delay if a Claim is made therefor as provided in paragraph 1102 A Delays beyond the control of Design/Builder shall include but not be limited to acts or neglect by Owner governmental agencies acts or neglect of utility owners or other contractors performing other construction work as contemplated by Article 7 fires floods epidemics abnormal weather conditions or acts of God C If Owner or other contractor or utility owners perfornng other work for Owner as contemplated by Article 7 or anyone for whom Owner is responsible delays disrupts or interferes with the performance or progress of the Work then DesignBBulder shall be entitled to an equitable adjustment in the Contract Price or the Contract Times or both Design/Builder s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Design/Builder s ability to complete the Work within the Contract Times D If Design/Builder is delayed in the performance or progress of the Work by fire flood epidemic abnormal weather conditions acts of God acts or failures to act of utility owners not under the control of Owner or other causes not the fault of and beyond control of Owner and Design/Builder then Design/Builder shall be entitled to an equitable adjustment in Contract Times if such adjustment is essential to Design/Builder s ability to complete the Work within the Contract Times Such an adjustment shall be FJCDC D 700 standard Gemral Conditions of the Contract Between Owner and Design/Builder Copyright 02002 National society of Ptofesvoml Engloom for E1CDC Ail rights reserved lmludes City of Fort Collins modifications dated 092004 26 Design/Builder s sole and exclusive remedy for the delays described in this Paragraph 1102 C E Owner and Owner s Consultant shall not be liable to Design/Builder for any claims costs losses or damages (including but not limited to all fees and charges of engineers architects attorneys and other professionals and all court or arbitration or other dispute resolution costs) sustained by Design/Builder on or in connection with any other project or anticipated project F Design/Builder shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of Design/Builder Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Design/Builder ARTICLE 12 — TESTS AND INSPECTIONS, CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE CONSTRUCTION OR WORK 12 01 Notice of Defects A Owner shall give Design/Builder prompt written notice of all defective Construction or Work of which Owner has actual knowledge All defective Construction or Work may be rejected corrected or accepted as provided in this Article 12 12 02 Access to Construction A Owner Owners Consultants other representatives and personnel of Owner independent testing laboratories and governmental agencies with jurisdictional interests will have access to the Site and the Construction at reasonable Limes for their observation inspecting and testing Design/Builder shall provide them proper and safe conditions for such access and advise them of Design/Builders Site safety procedures and programs so that they may comply therewith as applicable 12 03 Tests and Inspections A If the Contract Documents or Laws or Regulations of any public body having jurisdiction require any part of the Eeasttaetiex Work specifically to be inspected tested or approved Design/Builder shall assume full responsibility for arranging and obtaining such inspections tests or approvals pay all costs in connection therewith and furnish Owner the required certificates of inspection or approval Design/ Builder shall also be responsible for arranging and obtaining and shall pay all costs in connection with any inspections tests or approvals required for Owners acceptance of materials or equipment to be incorporated in the Work or of materials mix designs or equipment submitted for approval prior to Design/Builders purchase thereof for incorporation in the Work B Design/Builder shall give Owner reasonable nonce of the planned schedule for all required inspections tests or approvals C If any Construction (or the construction work of others) that is required to be inspected tested or approved is covered by Design/Builder without written concurrence of Owner it must if requested by Owner be uncovered for observation at Design/Builders expense unless Design/ Builder has given Owner timely notice of Design/Builders intention to cover the same and Owner has not acted with reasonable promptness in response to such notice D Owner shall employ and pay for the services of an independent testing laboratory to perform all inspections tests or approvals required by the Contract Documents except (i) for inspections tests or approvals covered by paragraph 12 03 A above (u) costs incurred in connection with tests or inspections conducted pursuant to paragraph 12 04 B below shall be paid as provided in said paragraph 12 04 B and (ui) as otherwise spectfically provided in the Contract Documents 12 04 Uncovering Construction A If any Construction is covered contrary to the written request of Owner it must if requested by Owner be uncovered for Owners observation and recovered at Design/Budder s expense B If Owner considers it necessary or advisable that covered Construction be observed by Owner or inspected or tested by others Design/Builder at Owners request shall uncover expose or otherwise make available for observation inspection or testing as Owner may require that portion of the Construction in question furnishing all necessary labor material and equipment If it is found that such Construction is defective Design/Builder shall pay all claims, costs, losses and damages caused by, arising out of, or resulting from such uncovering exposure observation inspection and testing and of satisfactory replacement or reconstruction (including but not limited to all fees and charges of engineers architects attorneys and other professionals all court or arbitration or other dispute resolution costs and all costs of repair or replacement of work of others) and Owner shall be entitled to an appropriate decrease in the Contract Price and if the parties are unable to agree as to the amount thereof Owner may make a Claim therefor as provided in Article 9 If however such Construction is not found to be defective Design/Builder shall be allowed an increase in the Contract Price or an extension of the Contract Times (or Milestones) or both directly attributable to such uncovering exposure observation inspection testing replacement and reconstruction If the parties are unable to agree as to the amount or extent thereof Design/Builder may make a Claim therefor as provided in Article 9 EICDC D-700 standard Gemini Condoners of the Contract Between Owner and Dessgn/amlder Copynght 02002 National society of Professional Engineers for EtCDC All rights reserved Includes City of Fort Collins modifications dated 09/2004 27 12 05 Owner May Stop Construction or Work A If Construction or Work is defective or Design/Builder fads to supply sufficient skilled workers or suitable materials or equipment or fails to furnish or perform Construction or Work in such a way that the completed Eeasfwsoen Work will conform to the Contract Documents Owner may order Design/Builder to stop Construction or Work or any portion thereof until the cause for such order has been eliminated however this right of Owner to stop Construction will not give rise to any duty on the part of Owner to exercise this right for the benefit of Design/Builder or any surety or other party 12 06 Correction or Removal of Defective Construction or Work A Owner will have authority to disapprove or reject defective Construction or Work and will have authority to require special inspection or testing of the Construction or Work whether or not the Construction or Work is fabricated installed or completed If required by Owner Design/Builder shall promptly as directed either correct all defective Construction or Work whether or not fabricated installed or completed or if the Construction or Work has been rejected by Owner remove it from the Site and replace it with non defective Construction or Work Design/Builder shall bear all direct indirect and consequential costs of such correction replacement and/or removal (including but not limited to all claims, costs, losses and damages caused by arising out of or resulting from such correction, reolacemen[ and/or removal and fees and charges of engineers architects attorneys and other professionals and all court arbitration or other dispute resolution costs) arising out of or relating to such correction or removal ) 12 07 Correction Period A If within one year after the date of Substantial Completion of the entire Work or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee required by the Contract Documents or by any specific provision of the Contract Documents any Construction or Work is found to be defective Design/Builder shall promptly without cost to Owner and in accordance with Owner s written instructions (i) correct such defective Construction or Work or if it has been rejected by Owner remove it from the Site and replace it with Construction or Work that is not defective and (it) satisfactorily correct or remove and replace any damage to other Construction or Work or the work of others resulting therefrom If Design/Builder does not promptly comply with the terms of such instructions or in an emergency where delay would cause serious risk of loss or damage Owner may have the defective Construction or Work corrected or the rejected Construction or Work removed and replaced and all claims costs losses and damages caused by arising out of. or resulting from such removal and replacement (including but not limited to all fees and charges of engineers architects attorneys and other professionals all court or arbitration or other dispute resolution costs and all costs of repair or replacement of work of others) will be paid by Design/Builder B In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work the correction period for that item may start to run from an earlier date if so provided in the Conceptual Documents C Where defective Construction or Work (and damage to other Construction or Work resulting therefrom) has been corrected removed or replaced under this paragraph 12 07 the correction period hereunder with respect to such Construction or Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed 12 08 Acceptance of Defective Construction or Work A If instead of requiring correction or removal and replacement of defective Construction or Work Owner prefers to accept it Owner may do so Design/Builder shall pay all costs losses and damages (including but not limited to all fees and charges of engineers architects attorneys and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner s evaluation of and determination to accept such defective Construction or Work If any such acceptance occurs prior to final payment a Change Order will be issued incorporating the necessary revisions in the Contract Documents and Owner shall be entitled to an appropriate decrease in the Contract Price reflecting the diminished value of the Construction or Work so accepted If the parties are unable to agree as to the amount thereof Owner may make a Claim therefor as provided in Article 9 If the acceptance occurs after final payment an appropriate amount will be paid by Design/Builder to Owner 12 09 Owner May Correct Defective Construction or Work A If Design/Builder fails within a reasonable time after written notice from Owner to correct defective Construction or Work or to remove and replace rejected Construction or Work as required by Owner in accordance with paragraphs 12 06 A or 12 07 A or if Design/Builder fads to perform the Construction or Work in accordance with the Contract Documents or if Design/Builder fails to comply with any other provision of the Contract Documents Owner may after seven days written notice to Design/Builder correct and remedy any such deficiency B In exercising the rights and remedies under this paragraph 12 09 Owner shall proceed expeditiously In connection with such corrective and remedial action Owner EICDC D-700 Standard Genc eersl Condrtwns of the Corinna Between Owner and DesrgNBmWer Copyright 02002 National Society of Professional Engineers for EICDC All rights reserved Includes Crty of Fort Collins tnodifications dated 092004 28 may exclude Design/Builder from all or part of the Site take possession of all or part of the Construction or Work and suspend Design/Builders services related thereto take possession of Design/Builders tools appliances construction equipment and machinery at the Site and incorporate in the Construction or Work all materials and equipment stored at the Site or for which Owner has paid Design/Builder but which are stored elsewhere Design/Builder shall allow Owner Owners Consultant Owners representatives agents employees and other contractors access to the Site to enable Owner to exercise the rights and remedies under this paragraph C All claims costs losses and damages (included but not limited to fees and charges of engineers architects attorneys and other professionals all court or arbitration or other dispute resolution costs and all costs of repair or replacement of work of others) incurred or sustained by Owner in exercising such rights and remedies under this paragraph 12 09 will be charged against Design/Builder and a Change Order will be issued incorporating the necessary revisions in the Contract Documents and Owner shall be entitled to an appropriate decrease in the Contract Price If the parties are unable to agree as to the amount thereof Owner may make a Claim therefor as provided in Article 9 D Design/Builder shall not be allowed an extension of the Contract Times (or Milestones) because of any delay in the performance of the Work attributable to the exercise by Owner of Owners rights and remedies under this paragraph 12 09 1210 No limitation A Nothing contained in this Article 12 shall be construed to establish a period of limitation with respect to other obligations which the Desum/Builder mieht have under the Contract Documents Establishment of the time period of one Year as described in Section 12 07 relates only to the specific obligation of the Design/Budder to correct the Work and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design/Builder s liability with respect to the Design/Builder s obligations other than specifically to correct the Work ARTICLE 13 — PAYMENTS TO DESIGNBUILDER AND COMPLETION 13 01 Schedule of Values A The Schedule of Values established as provided in paragraph 2 06 A will serve as the basis for progress payments Progress payments on account of Unit Price Work will be based on the number of units completed 13 02 Application for Progress Payment A On or about the date established in the Agreement for submission of each application for progress payment (but not more often than once a month) Design/Builder shall submit to Owner for review an Application for Payment filled out and signed by Design/Builder covering the Work completed as of the date indicated on the Application and accompanied by supporting documentation as required by the Contract Documents If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing the Application for Payment shall also be accompanied by a bill of sale invoice or other documentation warranting that Owner has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance provided by Design/Builder and other arrangements to protect Owners interest therein all of which will be satisfactory to Owner B Beginning with the second Application for Payment each Application shall include an affidavit of Design/Builder stating that all previous progress payments received on account of the Work have been applied on account to discharge Design/Builder s legitimate obligations associated with prior Applications for Payment C The amount of retamage with respect to progress payments will be as stipulated in the Agreement D Any funds that are withheld by Owner shall not be subject to substitution by Design/Builder with securities or any arrangements involving an escrow or custodianship By executing the Application for Payment form Design/Builder expressly waives his right to the benefits of Colorado Revised Statutes Section 24 91 101 et seq 13 03 Review of Applications for Progress Payments A Procedure Progress payments shall be made by the Owner to the Design/Builder according to the following procedure 1 Owner will, within ten days of receipt of each Application for Payment, either indicate in wntme its acceptance of the Application and state that the Application is being processed for payment or return the Application to Design/Builder indicating in writing its reasons for refusine to accept the Application Not more than ten days after accepting such Application the amount will become due and when due will be paid by Owner to Design/Builder 2 If Owner should fail to oaY Design/Builder at the time the Payment of any amount becomes due except F CDC D-700 standard General Condit o s of the Contract Between Owner and Des gnBudder Copynght 02002 Natwnal Soc¢ty of Professional Engineers for EICDC All rights reserved Includes City of Fort Collins modifications dated 092004 29 as provided in paragraph 13 03 B and as otherwise provided in the Contract Documents then Desten/Builder may, at any time thereafter, upon serving written notice that he will stop the Work within seven days after receipt of the notice by Owner and after such seven day Rental, stop the Work until pavtnent of the amount owing has been received Written notice shall be deemed to have been duly served if sent by certified mail to the last known business address of Owner 3 Payments due but unpaid shall bear interest at the rate specified in the Agreement 4 No Progress Payment nor any partial or entire use or occupancy of the Protect by Owner shall constitute an acceptance of any Work not in accordance with the Contract Documents B Reduction in or Refusal to Make Payment Owner may refuse to make the whole or any part of any such payment or because of subsequently discovered evidence or the results of subsequent inspections or tests nullify any previous payment to the extent that is reasonably necessary to protect Owner from loss because 1 the Construction or Work is defective, or completed Construction or Work has been damaged requiring correction or replacement or 2 the Contract Price has been reduced by Change Order, or 3 Owner has been reauired to correct defective Construction or complete Work in accordance with paragraph 12 09 A, or 4 Owner has actual knowledge of the occurrence of any of the events enumerated in paragraphs 13 03 B 1 through 13 03 B 3 inclusive or Paragraphs 14 02 A 1 through 14 02 A 3 inclusive or 5 Claims have been made against Owner on account of Design/Builders performance or furnishing of the Work, or 6 Liens have been filed in connection with the Work, except where Design/Builder has delivered a specific Bond satisfactory to Owner to secure the satisfaction and discharge of such Liens or 7 There are other items entitling Owner to a set off against the amount for which application is made C If Owner refuses to make payment of the full amount requested by DesignBBmlder Owner must give Design/Builder immediate written notice stating the reasons for such action and promptly pay Design/Builder any amount remaining after deduction of the amount withheld Owner shall promptly pay Design/Builder the amount withheld or any adjustment thereto agreed to when Design/Builder corrects to Owner s satisfaction the reason for such action 13 04 Design/Budder s Warranty of Title A Design/Builder warrants and guarantees that title to all Construction materials and equipment covered by any Application for Payment whether incorporated in the Project or not will pass to Owner no later than the time of payment free and clear of all Liens 13 05 Substantial Completion A When Design/Builder considers the Work ready for its intended use Design/Builder shall notify Owner in writing that the Work is substantially complete (except for items specifically listed by Design/Builder as incomplete) and request that Owner issue a certificate of Substantial Completion Promptly thereafter Owner and Design/Builder shall make an inspection of the Work to determine the status of completion If Owner does not consider the Work substantially complete Owner will notify Design/Builder in writing giving the reasons therefor If Owner considers the Work substantially complete Owner will prepare and deliver to Design/Builder a certificate of Substantial Completion which shall fix the date of Substantial Completion There shall be attached to the certificate a list of items to be completed or corrected before final payment At the time of delivery of the certificate of Substantial Completion Owner will deliver to Design/Builder a written determination as to division of responsibilities pending final payment between Owner and Design/Builder with respect to security operation safety protection of Construction maintenance heat utilities insurance and warranties and guarantees B Owner will have the right to exclude Design/Builder from the Site after the date of Substantial Completion but Owner will allow Design/Builder reasonable access to complete or correct items on the list of items to be completed 13 06 Partial Utilization A Prior to Substantial Completion of all the Work Owner may use or occupy any substantially completed part of me Construction which (Q has specifically been identified in the Contract Documents or (it) Owner and Design/Builder agree constitute a separately functioning and usable part of the Construction that can be used by Owner for its intended purpose without significant interference with Design/ Builders performance of the remainder of the Construction subject to the following 1 Owner at any time may request Design/Builder in wnting to permit Owner to use or EUCDC D 700 Standard Cenral Condmons of the Contract Between Owner and DesigNBudde Copyright 02002 National Society of Profess oral Engineers for EICDC All nghu m erved Include City of fort Collins modifications dated 09/2004 30 occupy any such part of the Construction which Owner believes to be ready for its intended use and substantially complete If Design/Builder agrees that such part of the Work is substantially complete, Design/Builder will certify to Owner that such part of the Construction is substantially complete and request Owner to issue a certificate of Substantial Completion for that part of the Construction Design/Builder at any time may notify Owner in writing that Design/Builder considers any such part of the Work ready for its intended use and substantially complete and request Owner to issue a certificate of Substantial Completion for that part of the Work Within a reasonable time after either such request, Owner and Design/Builder shall make an inspection of that part of the Work to detemune its status of completion If Owner does not consider that Dart of the Work to be substantially complete Owner will notify Design/Builder in writing giving the reasons therefor If Owner considers that part of the Work to be substantially complete the provisions of Paragraph 13 05 will apply with respect to certification of Substantial Completion of that Dart of the Work and the division of responsibility in respect thereof and access thereto 2 No use or occupancy of Dart of the Construction will be accomplished prior to compliance with the requirements of paragraph 510 regarding property insurance 13 07 Final Inspection A Upon written notice from Design/Builder that the entire Work or an agreed portion thereof is complete Owner will make a final inspection with Design/Builder and will notify Design/Builder in writing of all particulars in which this inspection reveals that the Work is incomplete or defective Design/Builder shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies 13 08 Final Payment A Application for Payment 1 After Design/Builder has completed all such corrections to the satisfaction of Owner and delivered in accordance with the Contract Documents all maintenance and operating instructions schedules guarantees, Bonds, certificates or other evidence of insurance, certificates of inspection record documents (as provided in Paragraph 6 12) and other documents Design/Builder may make application for final payment following the procedure for Progress payments 2 The final Application for Payment shall be accompanied (unless Previously delivered) by (t) all documentation called for in the Contract Documents including but not limited to the evidence of insurance required by Paragraph 5 04 B 7 (u) consent of the surety, if any, to final payment and (m) complete and legally effective releases or waivers (satisfactory to Owner) of all Liens ansmg out of or filed in connection with the Work 3 In lieu of such releases or waivers of Liens specified in paragraph 13 08 A 2 and as approved by Owner, Destim/Builder may furnish receipts or releases in full and an affidavit of Design/Builder that (t) the releases and receipts include all labor, services material and equipment for which a Lien could be filed and (it) all payrolls, material and equipment bills and other indebtedness connected with the Work for which Owner or Owners property might in any way be responsible have been paid or otherwise satisfied If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Design/Builder may furnish a Bond or other collateral satisfactory to Owner to indemnify Owner against any Lien 4 Releases or waivers of liens and the consent of the surety to finalize navment are to be submitted on forms conforming to the format of the Owner s standard forms bound in the Prmect manual B Final Payment and Acceptance If Owner is satisfied that the Work has been completed and Design/Builder s other obligations under the Contract Documents have been fulfilled Owner will within ten days after receipt of the final Application for Payment give written notice to Design/Builder that the Work is acceptable Otherwise Owner will return the Application to Design/Builder indicating in writing the reasons for refusing to process final payment in which case Design/Builder shall make the necessary corrections and resubmit the Application C Payment Becomes Due Thirty days after the presentation to Owner of the acceptable Application and accompanying documentation in appropriate form and substance and with Owner s notice of acceptability the amount will become due and will be paid by Owner to DesignBuilder, subiect to paragraph 16 05 A 1 and 16 05 A 2 of these General Conditions 13 09 Final Completion Delayed A If through no fault of Design/Builder final completion of the Work is significantly delayed Owner shall upon receipt of Design/Builders final Application for Payment and without terminating the Agreement make payment of the balance due for that portion of the Work fully completed and accepted If the remaining balance to be held by Owner for Work not fully completed or corrected is less than the retamage stipulated in the Agreement and if Bonds have been furnished as required in paragraph 5 01 A the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted EJCDC D 700 Standard General Condmons of the Contract Between owner and Design/Builder Copynght C2002 National Society of Professional Engineers for PJCDC All rights reserved Includes City of Fort Collins modifications dated 092004 31 shall be submitted by Design/Builder to Owner with the Application for such payment Such payment shall be made under the terms and conditions governing final payment except that it shall not constitute a waiver of Claims 13 10 Waiver of Clauns A The making and acceptance of final payment will constitute 1 A waiver of all Claims by Owner against Design/Builder, except Claims arising from unsettled Liens, from defective Construction appearing after final inspection pursuant to paragraph 13 07 from failure to comply with the Contract Documents or the terms of any special guarantees specified thereinor from Design/Builders continuing obligations under the Contract Documents. and 2 A waiver of all Claims by Design/Builder against Owner other than those previously made in witting and still unsettled ARTICLE 14 — SUSPENSION OF WORK AND TERMINATION 14 01 Owner May Suspend Work A At any time and without cause Owner may suspend the Work or any portion thereof for a period of not more than 90 days by notice in witting to Design/Builder which will fix the date on which Work will be resumed Design/Builder shall resume the Work on the date so fixed Design/Builder shall be allowed an adjustment in the Contract Price or an extension of the Contract Times or both directly attributable to any such suspension if Design/Builder makes a Claim therefor as provided in Article 9 14 02 Owner May Terminate for Cause A Upon Tthe occurrence of any one or more of the following events Owner may terminate this Agreement as provided herein 1 Design/Builders persistent failure to perform the Work in accordance with the Contract Documents (including. but not lirmted to failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule established under paragraph 2 06 A as admsted from time to time pursuant to paragraph 6 05) 2 Design/Builders disregard of Laws or Regulations of any public body having jurisdiction 3 Design/Builders violation in any substantial way of provisions of the Contract Documents B If one or more of the events identified in paragraph 14 02 A occur Owner may after giving Design/Builder (and the surety if any) seven days written notice terminate the services of Design/Builder take possession of any completed Drawings and Specifications prepared by or for Design/Builder (subject to the indemnification provisions of paragraph 3 05 A) exclude Design/Builder from the Site and take possession of the Work and of all Design/Builders tools appliances construction equipment and machinery at the Site and use the same to the full extent they could be used by Design/Builder (without liability to Design/Builder for trespass or conversion) incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Design/Builder but which are stored elsewhere and finish the Work as Owner may deem expedient In such case Design/Builder shall not be entitled to receive any further payment until the Work is finished If the unpaid balance of the Contract Price exceeds all claims, costs losses and damages sustained by Owner arising out of or resulting from completing the Work (including but not limited to all fees and charges of engineers architects attorneys and other professionals and all court or arbitration or other dispute resolution costs) such excess will be paid to Design/Builder If such claims costs losses and damages exceed such unpaid balance Design/Builder shall pay the difference to Owner Such claimscosts losses and damages incurred by Owner will be incorporated in a Change Order When exercising any rights or remedies under this paragraph Owner shall not be required to obtain the lowest price for the Work performed C Notwithstanding paragraph 14 02 B Design/ Builders services will not be terminated if Design/Builder begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice D Where Design/Builder s services have been so ternunated by Owner the ternimation will not affect any rights or remedies of Owner against Design/Builder then existing or which may thereafter accrue Any retention or payment of moneys due DestgnBuilder by Owner will not release Design/Builder from liability 14 03 Owner May Terminate for Convenience A Upon seven days written notice to Design/Builder Owner may without cause and without prejudice to any other right or remedy of Owner elect to terminate the Contract In such case Design/Builder shall be paid (without duplication of any items) for E1CDC D 700 Standanl General Conditions of the Convact Between Owner and Design/Bmlder Copynght ®2002 National Socmty of profesno ml Engmeets for F.1CDC All tights reserved Includes City of Fort Collins modifications dated 092004 32 a Payments prior to Substantial Completion will be in an amount equal to 90 percent of such Fee earned to the date of the approved Application for Payment (less in each case payments previously made on account of such fee) based on the progress of the Work measured by the Schedule of Values established as provided in paragraph 2 06 A of the General Conditions (and in the case of Unit Price Work on the number of units completed) and upon Substantial Completion in an amount sufficient to increase total payments to DESIGNBUILDER on account of that fee to 95 percent of the DESIGNBUILDER s Fee B Final Payment Upon final completion and acceptance of the Work in accordance with paragraph 13 08 of the General Conditions and statutorily required procedures as set forth in Section 16 05 A of the General Conditions OWNER shall pay remainder of the Contract Price Article 10 DESIGNBUILDER'S REPRESENTATIONS 1001 DESIGNBUILDER makes the following representations A DESIGNBUILDER has examined and carefully studied the Contract Documents (including the Addenda) listed in paragraphs 12 01 A through 7 but excluding the documents described in paragraph 12 01 K and the other related data identified in the Request for Proposals B DESIGNBUILDER has visited the Site and become familiar with and is satisfied as to the general local and Site conditions that may affect cost progress performance or furnishing of the Work C DESIGNBUILDER is familiar with and is satisfied as to all federal state and local Laws and Regulations that may affect cost progress performance or furnishing of the Work D DESIGNBUILDER has carefully studied all reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site which have been made available by OWNER E DESIGNBUILDER is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents F DESIGNBUILDER has correlated the information known to DESIGNBUILDER information and observations obtained from visits to the Site reports and drawings identified in the Contract Documents and all additional examinations investigations explorations tests studies and data with the Contract Documents G DESIGNBUILDER has given OWNER written notice of all conflicts errors ambiguities or discrepancies that DESIGNBUILDER has discovered in the Contract Documents and the written resolution thereof by OWNER is acceptable to DESIGNBUILDER and the Contract Documents and the written resolution thereof by OWNER is acceptable to 1 Completed and acceptable Work executed in accordance with the Contract Documents onor to the effective date of termination. including fair and reasonable sums for overhead and profit on such Work 2 Expenses sustained prior to the effective date of termtnatton in performing services and furnishing labor, materials or Numment as required by the Contract Documents in connection with uncompleted Work plus fair and reasonable sums for overhead and profit on such expenses. and 3 Amounts paid in settlement of terminated contracts with Subcontractors. Supphers and others (including but not hunted to all fees and char eg s of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs incurred in connection with termination of contracts with Subcontractors. Suppliers and others) and 4 Reasonable expenses directly attributable to termination B Except as provided in paragraph 14 03 C Design/Builder shall not be paid on account of loss of anticipated profits or revenue or other econormc loss ansmg out of or resulting from such termination 14 04 Design/Budder May Stop Work or Terminate A If through no act or fault of Design/Builder the Work is suspended for a period of more than 90 days by Owner or under an order of court or other public authority or Owner fails to act on any Application for Payment within thirty days after it is submitted or Owner fails for thirty days to pay Design/Builder any sum finally determined to be due then Design/Builder may upon seven days written notice to Owner and provided Owner does not remedy such suspension or failure within that time terminate the Agreement and recover from Owner payment on the same terms as provided in paragraph 14 03 A In lieu of terminating the Agreement and without prejudice to any other tight or remedy if Owner has failed for 30 days to pay Design/Builder any sum finally determined to be due Design/Builder may upon seven days written notice to Owner stop the Work until payment is made of all such amounts due Design/Builder including interest thereon The provisions of this paragraph 14 04 A are not intended to preclude Design/Builder from making Claim under Article 9 for an increase in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to Design/Builders stopping Work as permitted by this paragraph ARTICLE 15 — DISPUTE RESOLUTION 15 01 Methods and Procedures A Dispute resolution methods and procedures if any shall be as set forth in the Supplementary Conditions If no such method and procedure has been set forth Owner and Design/Builder may exercise such rights or remedies as either may otherwise have under the Contract Documents or by Laws or Regulations in respect of any dispute ARTICLE 16 — MISCELLANEOUS 16 01 Grvmg Notice A Whenever any provision of the Contract Documents requires the giving of written notice it will be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended or if delivered at or sent by certified mad postage prepaid to the last business address known to the giver of the notice 16 02 Computation of limes A When any period of time is referred to in the Contract Documents by days it will be computed to exclude the first and include the last day of such period If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction such day will be ormtted from the computation 16 03 Cumulative Remedies A The duties and obligations imposed by these General Conditions and the tights and remedies available hereunder to the parties hereto are in addition to and are not to be construed in any way as a limitation of any rights and remedies available to any or all of them which are otherwise imposed or available by 1 Laws or Regulations, or 2 any special warranty or guarantee or 3 other provisions of the Contract Documents B The provisions of paragraph 16 03 A will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty obligation right and remedy to which they apply FJCDC D 700 Standard Gemml Conditions of the Contract Between Owner and Design/Budder Copynght 02002 National Smwty of Professional F.ngineets for FJCDC All rights mserved Includes City of Fort Collins modifications dated 09/2004 33 16 04 Survival of Obligations A All representations indemnifications warranties and guarantees made in required by or given in accordance with the Contract Documents as well as all continuing obligations indicated in the Contract Documents will survive final payment completion and acceptance of the Work and termination or completion of the Contract 16 05 Controlling Law A aPPOMARRA with a.c Ili ,.f the laese of the n_,..__• The laws of the State of Colorado shall apply to this Agreement including but not limited to the following pertinent Colorado statutes 1 Colorado Revised Statutes (CRS 8 17 101) requires that Colorado labor be employed to perform the work to the extent of not less than 80 percent (80%) of each type or class of labor in the several classifications of skilled and common labor employed on the project Colorado labor means any person who is a bona fide resident of the State of Colorado at the time of employment without discrimination as to race color creed age religion or sex 2 If a claim is filed Owner is required by law (CRS 38 26 107) to withhold from all payments to Design/Builder sufficient funds to insure the payment of all claims for labor materials team hire sustenance provisions provender or other supplies used or consumed by Design/Builder or his Subcontractors in or about the performance of the work Such funds must be withheld until said claims have been paid or such claims as filed have been withdrawn such payment or withdrawn to be evidenced by filing with Owner a receipt in full or an order for withdrawal in writing and signed by the person filing such a claim or his duly authorized agents or assigns Such funds shall not be withheld longer than ninety (90) days following the date fixed for final settlement as published in a public newspaper in accordance with the law unless an action is commenced within that time to enforce such unpaid claim and a notice of Its pendens is filled with the Owner At the expiration of such ninety (90) day period Owner shall pay to Design/Builder such moneys and funds as are not the subject of suit and Its pendens notices and shall retain only sufficient funds to insure the payment of judgments which may result from the suit EICDC D 700 standard General Condit on of the Contract Betwee Owner and Des goBudder Copyright 02002 Nat oral Soc¢ty of Professional Engineers for EJCDC All nghts reserved Includes City of fort Collins modificattons dated 09/2004 34 SECTION 00800 SUPPLEMENTARY CONDITIONS SC 5 Bonds and Insurance ADD the following language in Section 5 03 Paragraph A 1 Certificates of Insurance Additional Insureds Contractor must name the City as an additional insured 7/96 Section 00800 Page 1 EXHIBIT A Scope of Work Arrowhead Trails will design and construct recreational trails at Soapstone Prairie Natural Area and Bobcat Ridge Natural Area according to the following breakdown Bobcat Ridge Natural Area a Valley Loop ADA crusher fine from existing crusher fine to historic cabin Approximate length - 3 5001f Width - 48 in Design cost - $0 00 Construction cost @ $9 50Af $33 250 00 Start date - anytime Completion date - December 31 2008 Soapstone Prairie Natural Area (hand built) a Lindennteier/Roman Loops Approximate length - 42 8901f Width -12 24 Design cost @ $0 30Af $12 867 00 Construction cost @ 2 50Af $107 225 00 Start date - anytime Completion date - May 31 2009 b demeier ADA concrete (design only) Appr ate length - 1 700 Jf- Width - 60 Design cost @ $f $510 00 Construction cost $0 00• Start date -'anytime Completion date - August 31 2008 East Trails retro (construction only) Addition of on site source gravel material depth to vary from 3 - 6 as reqwred Approximate length - 27 953 if Width - 96 Design cost $0 00 Construction cost @ $3 50Af - $97 836 00 Start date - January 2009 Completion date - December 31 2009 East Trails new (machine built) Approximate length - 27 7201f Width - 48 Design cost @ $0 30Af $8 316 00 Construction cost @ $2 25Af $62 370 00 Start date - January 2009 Completion date - December 31 2009 EXHIBITS e North Trails retro (mimmal construction only) Approximate length — 27 5161f Width — 96 Design cost $0 00 Construction cost @ $1 25/If $34 395 00 Start date — January 2009 Completion date — December 31 2009 f North Trails new (machine built) Approximate length — 1 500 If Width — 96 Design cost @ $0 30Af - $450 00 Construction cost @ $3 30 $4 950 00 Start date — January 2009 Completion date — December 31 2009 g South Trails retro (nummal construction only) Approximate length — 14 000 if Width — 96 Design cost $0 00 Construction cost @ $1 25Af $17 500 00 Start date — January 2009 Completion date — December 31 2009 It South Trails new (machine built) Approximate length — 30 7941f Width — 48 Design cost @ $0 30/If $9 238 00 Construction cost @ $2 25Af $69 287 00 Start date — January 2009 Completion date — May 31 2009 i West Trails retro (minimum construction only) Approximate length — 6 3501f Width — 96 Design cost $0 00 Construction cost @ $1 25Af $7 938 00 Start date — January 2009 Completion date — December 31 2009 J Red Mountain connections (2 machine built) Approximate length — 9 7841f Width — 48 Design cost @ $0 30Af $2 936 00 Construction cost @ $2 25Af - $22 014 00 Start date — January 2009 Completion date — May 31 2009 All trail lengths are estimates Estimated costs do not include 15% mobilization charge EXHIBITS Phase const $$/If If design cons $ sub tot mobilze total $0 30/If 15% Lindenmeter/Roman handbudt VR ADA $2 50 42 890 1 700 $12 867 $510 $107 225 $0 $120 092 $510 $18 114 $77 $138 106 $587 BCR ADA $9 50 3 500 901 $33 250 $33 250 $4 988 On 238 Phase I total $13 377 $140 475 $153 852 $23 078 const /if If deaf n $ const $ sub tot mobilize total ($0 TOM) (15%) Phase II East Road retro $3 50 27 953 $0 $97 836 $97 836 $14 675 $112 511 East Roads new machine $2 25 27 720 $8 316 $62 370 $70 686 $10 603 $81 289 East Roads total 193 800 North Road retro min const North Road new 96 machine $1 25 $3 30 27 516 1 500 $0 $450 $34 395 $4 950 $34 395 $5 400 $5159 $810 $39 554 $6 210 North Road total $45 764 South Road retro min const South Road new machine $1 25 $2 25 14 000 30 794 $0 $9 238 $17 500 $69 287 $17 500 $78 525 $2 625 $11 779 $20125 $90 303 South Road total 11 4428 Red Mtn Ncon new machine Red Mtn Swn new machine $2 25 $2 25 4 892 4 892 $1 468 $1 468 $11 007 $11 007 $12 475 $12 475 $1 871 $1 871 $14 346 $14 346 West Road retro (min const) $1 25 6 350 $0 $7 938 $7 938 $1 191 $9 128 West total $37 820 Phase If total 1 1 $20 939 $316 289 $337 228 $50 584 desi n $ const $$ Isubtot mobilize Itotal Total Protect $34 316 456 764 $491,060 73,662 DESIGNBUILDER and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work Article 11 ACCOUNTING RECORDS 11 0 DESIGNBUILDER shall keep such full and detailed accounts as may be necessary for proper financial management under the Contract Documents with respect to all materials equipment and labor entenng into the Work The accounting methods shall be satisfactory to OWNER OWNER shall be afforded reasonable access to all of DESIGNBUILDER s records books correspondence instructions drawings receipts vouchers memoranda and similar data relating to the Cost of Work and DESIGNBUILDER s Fee DESIGNBUILDER shall preserve all such documents for a period of three years after final payment by OWNER Article 12 CONTRACT DOCUMENTS 12 01 The Contract Documents which comprise the entire agreement between OWNER and DESIGNBUILDER concerning the Work consist of the following A This Agreement (pages 1 to 9 inclusive) B Exhibits to this Agreement (pages 1 to 3 inclusive) C OWNER s Request for Proposal No P 1113 scope of work along with Conceptual Documents identified therein D DESIGN/BUILDER s Proposal in Response to OWNER s Request for Proposal No P-1113 E Notices to Proceed F Performance payment and other Bonds identified as Section 00600 and consisting of 8 pages G Standard General Conditions of the Contract Between Owner and Design/Builder (pages one to thirty four inclusive) H Supplementary Conditions (pages 1 to 2 inclusive) I Addenda numbers 1 through 1 inclusive J Other Documentation submitted by DESIGNBUILDER prior to Notice of Award N/A K The following which may be delivered prepared or issued after the Effective Date of this Agreement and are not attached hereto I All Written Amendments and other documents amending modifying or supplementing the Contract Documents pursuant to paragraph 3 04 A of the General Conditions 2 Specifications as defined in Paragraph 101 A 40 of the General Conditions 3 Drawings as defined in Paragraph 101 A 18 of the General Conditions 12 02 The documents listed in paragraph 12 01 above are attached to this Agreement (except as otherwise expressly noted) 12 03 There are no Contract Documents other than those listed above in this Article 12 The Contract Documents may only be amended modified or supplemented as provided in paragraph 3 04 A of the General Conditions 12 04 In the case of any irreconcilable ambiguity inconsistency or conflict between DESIGNBUILDER s Proposal (Section 12 01 D) and the Request for Proposal (Section 12 01 C) the terms of the Proposal shall be controlling In the case of any irreconcilable ambiguity inconsistency or conflict among the Contract Documents listed in Section 12 01 the documents listed in Section 12 01 K shall govern and in the case of any irreconcilable ambiguity inconsistency or conflict among the documents listed in Section 1201 K the documents listed in Sections 12 01 K 1 Section 12 01 K 2 and Section 12 01 K 3 shall take precedence in the order herein listed Article 13 MISCELLANEOUS 13 01 The Standard General Conditions of the Contract Between Owner and Design/Builder are referred to herein as the General Conditions 13 02 Terms used in this Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated therein 13 03 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound and specifically but without limitation moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be linuted by law) and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents 13 04 OWNER and DESIGNBBUILDER each binds itself its partners successors assigns and legal representatives to the other party hereto its partners successors assigns and legal representatives in respect to all covenants agreements and obligations contained in the Contract Documents 13 OS Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken and all remaining provisions shall continue to be valid K