The URL can be used to link to this page

Browse Search

Home My WebLink About20143613.tiff0,77Z•cec /Dfr MEMORANDUM TO: Esther Gesick, CTB DATE: January 29, 2018 FROM: Cameron Parrott, P.E., Public Works SUBJECT: Change Order No. 3 for WCR 49 Design -Build Project from US -34 to 1-76 Please place the attached change order on the next available BOCC Agenda. Once the change order is signed, please return a copy to me so I can forward it to the contractor. The original WCR 49 Design Build project received a grant from the Department of Local Affairs. To meet the grant deadlines and receive reimbursement, the WCR 49 portion of the project needs to be closed out. The original contract included work for the areas between I-76 and US 34. Change Order No. 2 added the work related to upgrading WCR 47 between WCR 60.5 and St. Hwy. 392. This change order will finalize all the items from the WCR 49 portion of the project and transfer the remaining funds from the WCR 49 Form J to the WCR 47 Form J. There will be no change in the total amount budgeted to the overall project, only the line items that the funding is in. We will plan on attending the BOCC hearing to answer any questions that the Board may have regarding this agreement. Page 1 of I 01/ 0-- LILX90) o2viti- 61916 c`�zO0 76 Weld County, Colorado PROJECT No. B 1400202 COUNTY INITIATED NEGOTIATED NO COST CHANGE ORDER NO.3 Revisions to Form J for Closing the WCR 49 Portion of the Contract PROJECT: B1400202 — WCR 49 DESIGN -BUILD PROJECT FROM US 34 to 1-76 Date: January 23, 2018 PROJECT: B 1400202 — WCR 49 DESIGN -BUILD PROJECT FROM US 34 to 1-76 described in the Invitation for Bids, Bid No. B 1400202. Owner: Weld County, Colorado Contractor: Interstate Highway Construction UK) _ The following change is hereby made to the Contract Documents: The original project received a grant from the Department of Local Affairs. To meet the grant deadlines and receive reimbursement, the WCR 49 portion of the project needs to be closed out. The original contract included work for the areas between I-76 and US 34. Change Order No. 2 added the work related to upgrading WCR 47 between WCR 60.5 and St. Hwy. 392. This change order will finalize all the items from the WCR 49 portion of the project and transfer the remaining funds from the WCR 49 Form J to the WCR 47 Form J. There will be no change in the total amount budgeted to the overall project, only the line items that the funding is in. CHANGE TO CONTRACT PRICE: Original Contract Price: S109,589,267.51 Current Contract Price adjusted by previous Change Order: $130,753,492.16 The Contract Price due to this Change Order will be increased by: $0.00 The new Contract Price, including this Change Order, will be: $130,753,492.16 CHANGE TO CONTRACT TIME: The Contract Time will be increased by 0_calendar days. The date for completion of all Work will be December 31. 2018. RECOMMENDED: Owner Representative: _ County Engineer: x(7/11 / P.E. (ProjccyManager) /1/ Date: /IZ9/ff3 Date: X1-1- 3cr3 C I ) Weld County, Colorado PROJECT NO. B 1400202 APPROVALS: Contractor: WELD COUNTY: J, ATTEST: d..frif„v �� lam- BOARD OF COUNTY COMMISSIONERS Date: 02/01/2018 BY: Clerk to the Board -1441 Deputy Clerk to the Board WELD COUNTY, COLORADO Steve Moreno, Chair FEB 12 2018 000H-3Cot3 ct) FORM J TOTAL CONTRACT PRICE ALLOCATION FORM (See Book 2, Section 2- Work Breakdown Structure) Proposer Preliminary Baseline Schedule Activity ID (When Available) WBS Description Original Dollar Value Final Dollar Value Difference WCR 49 Basic Configuration Project Management S 21,300,435.00 $ 21,300,435.00 S - S 5,000,000.00 $ 5,000,000.00 Mobuixation $ - Safety Management: $ 175,000.00 S 175,000.00 $ ; ., Public information Management $ 300,990.00 $ 300,990'_00 -- $ - En9lneerin!Desi9n $ 11,565,550.00 $ 11 565,550.00 $ - Surveying $ 1,011,870.00 $ 1,011,870.00 $ - . _--.,C . ..,.,am © Control $ 1,325,000.00 ......virus..... S 1,325100.00 h .. ..�...... - $ - ,.+..ox..�.._..w.we- ., .._ __ - . .. a Bonds and insurance . , . - $ 1,922,025.00 $- 1,922,025.00 <m, $ - Environmental �. -� $ 427,030.00 w. �S 427,030.00 ' _ $ - � ......-,.y.,. Phase.) Site Assessment $ 50,000.00 $ 50,000.04 $ - Env►ronmental Compliance $ 27,030.00 $ 27,030.00 $ - Permits $ 350,00(}.00 $ 350,000.00 $ - Third Parties and Utilities $ 2,595,304.00 $ 2,494,311.00 $ 100,993.00 _ .. Railroad Crossing Reconstruction _ $ y„T 117,404.00 w. ,_ �_.._ $ 16,411.00 $ 100.993.00 �.. - _ .__ irrigation Ditdt Relocations - $ 188,220.00 -- �... $ 188,220.00 $ - . - -,_.v_ - ._ ut Coordination . S 1,478,500.00 .. _ S 1,478;500.00 $ - -. _ ... .. �x. Utility Relocations $ 62,900.00 $ 62,900.00 $ - Future Utility Sleeves - Atmos Energy, Central Weld Water, Century Link, Xcel Energy, Northern Colorado Water Conservancy District, Big Foot Turf Farms for irrigation $ 698,280.00 S 698,2$0.00 $ - Oil & Gas Faciiity Relocations $ 50,000.00 $ 50,000.00 $ - Right -of -Way $ 878,387.50 $ 858,387.46 $ 20,000.04 Construction Easements $ 208,406.00 S 208,406.00 $ - - _ Permanent Easements $ 269,980.50 S 269,980.50 �— S 380,000.96 $ - _ - Additional Right-ofmay - $ 400,001.00 $ 20,000.04 Pavements S 31,188,891.28 $ 31.086.94027 S 101,951.01 HMA Pavement $ 1,070,248.00 S 1,057,877.95 $ 12,370.45 Concrete Pavement $ 27,518,908.28 $ V.429,327.32 $ 89,580.96 Detour Pavement S 2.5'99.735.00 • $ 2,599.735.04 $ - Earthwork s 18,624,963.69 S 18,578,763.69 $ 46._200.10 Unclassified Excavvition - - $ 9,631,829.00 ..,...e - R . .-.-...,c a.,..,ea. a - ... $ 2,081,500.00 S 9,631,829.00 $ — .- m Unclassified Embankment S 2,081,500.00 ., ._ $ - A9gregate Base Course $ - 6,29 ,234.69 $ 6,246,034.69 $ 46200.00 - Structure Excavation $ 224,400.00 $ 224,400-110 $ - Structure Sackfill $ 395,000.00 $ 395,000.00 $ - Drainage s 5,315,381.00 S 5.315,381-00 S - RQ�d1Af I Drainage _ $ 3,573,995.50 $ 444,572.50 $ x,573,99554 $ - - Erosion Control $ 444,572.50 $ - Permanent BMPs $ 1,296.813.00 $ 1,296,813.00 $ - Roadway S 4,481,890.04 $ 4,461,490.15 $ 20.399.89 Driveway Accesses S 2,114,981.04 $ 2,114,981.04 $ - Temporary Penci l% - $ 436,250.00 S 415.850.11 p . $ 20,399,89 WA Guardrail (Concrete) r.....,r $ - 80,000.00 n $ 80,000.10 $ - Guardrail Mee! Meet $ __ ...�.., . 443.099.00 ++w.m.m... S - 443099.00 . j -S X1,407,560.00 $ ,.. - �. _ -__., - _--,.. _. nw.:n.vazw a..., wsa, Guardrail (Temporary) »a.o..w....=wy.. $ 1,407,560.00 .. $ Signing and Pavement Markings $ 1,606,086.00 $ 1,606,086.10 $ - Permanent signs $ 394,816.00 S 394,816.00 $ - Pavement Maridm s $ 1,211,270.00 $ 1,211,270.00 $ - m Structures S 5,320,011.00 _ S 5,320,011.00 $ - �,, WCR 49 over Latham Ditch a � . $ 574,265.00 S 574,265.00 $ - !NCR 49 over ,Sims Creek $ 985,170.00 S 985,170.00 .. .._. $ - WCR 49 over Box Elder Creek $ 1,000,730.00 S 1,000,730.00 $ - WCR 49 over Gilmore Ditch $ 754,625.00 $ 754,625.00 $ - Retaining WaFls $ 1.00 S 1.00 $ - Miscellaneous stluciures $ 2,005,220.00 $ 2,045,221}.00 $ - Maintenance of Traffic S 1,323,528.00 ir $ 1.323,528.0.0 $ - incident Management Plan $ 50,000.00 $ 50,000.00 $ - Construction Traffic Control $ 1,273,528.00 $ 1,273,528.00 $ - Landscaping $ 74,665.00 $ 74,665.00 $ _ Maintenance During Construction $ 817,695.00 S 817,695.00 $ - $ 374,797.47 F F/A - Minor Contract Revisions $ 1,000,000.00 $ 625,202.53 F/A - Utility Reiiribursement $ 10,420,931.49 S 5,191,890.51 $ 5,229,040.98 F/A - Access Control Plan S 2,000,000.00 S 1,297,333.00 $ 702,667.00 $ 135,000.00 $ 11,613.96 $ 123.386.04 F/A - H.C. Peck ROW Procurement F/A - Permanent Fencing S 1,099,100.00 $ 979.968.51 S 625,548.08 $ 979,968.51 $ 473,551.92 $ - F/A - Hudson Section Reinstatement TOTAL CONTRACT PRICE $ 109,589,267.51 $ 102,396,280.16 S 7,192,987.35 *FORM J SHALL BE MODIFIED TO REFLECT INDIVIDUAL COSTS FOR EACH ARE INCLUDED IN THE WORK FORM J page 1 FORM J TOTAL CONTRACT PRICE ALLOCATION FORM (See Book 2, Section 2- Work Breakdown Structure) Proposer Preliminary Baseline Schedule Activity ID (When Available) HISS Description Original Dollar Value New Dollar Value I Difference WCR 47 Basic Configuration Project Management $ 904.872.00 $ 904,872.00 $ - Mobilization $ 771,972.00 $ 771,972.00 $ - Saletyr !Management $ 132,900.00 $ 132,900.00 $ -- Irrigation $ 3,736,928.80 $ 3,736,928.80 $ - Erosion Control $ 119.357.00 - $ 119,357.00 $ - Roadway Drainage $ 67,210.00 $ 67,210.00 $ - _ x lrri9ation Ditch Relocations and Stormwater Drainage S - 3.509,011.80 $ 3,509.011.80 $ - $ 41,350.00 Potholing $ 41350.00 $ - Pavements $ 7,447,009.05 ' $ 7,447.009.05 $ - PIMA Pavement $ 1,110.458.25 $ 1.110,458.25 $ - Concrete Pavement $ 6,336,550.80 $ 6,336,550.80 $ - Earthwork $ 6.653.531.30. $ 6,653,531.30 $ - Removals $ 811,372.10 $ 811,372.10 $ - Unclassified Excavation $ ... 363.580.00 $ 363,580.00 $ _ _ Embankment $ 1,029,494.00 $ 1,029,49400 $ - .,f. Agg≤e a;e Base, Course $ 3,281,621.20 $ 3,281,621.20 $ - .. , .� - -- - __ . Structue Excavation $ 38,544.00 $ 38,544.00 $-"" .-r - structure Backlit! $ 97,430.00 $ 97,430.00 $ - Muck Excavation - $ 645,000.00 $ 645,000.00 $ Topsoil _ $ $ 386,490.00 $ 386,490.00 $ - rr Roadway �"` $ 549,547.10 $ 549,547.10 $ - Guardrail $ 321,703.60 $ 321,703.60 $ - Reet Structures $ 227,843.50 ; $ 227,843.50 $ - Signing and Pavement Markings $ 552,092.40 _ $ T 552.092.40 $ - _ ..w. - -• . Permenents%ns 61,178.40 $ 61,178.40` $ - -$ .. 6 .t$ Permanent Markings _ _ ..$ 490,914.00 $ 490,914.00 - Maintenance of Traffic $ 241.773.00 $ 241,773.00 $ - Construction Traffic Control $ 241,773.00 a $ 241,773.00 $ - Landscaping $ 58.471.00 $ 58,471.00 $ - $ 7,192,987.35 F/A - Minor Csrntmc : Revisions S 1.000.000.00 _ $ 8.192.967.35 FJA - Survey Monumentation $ 20.000.00 $ 20.000.00 S - TOTAL CONTRACT PRICE $ 21,164,224.65 $ 28,357,212.4c $ 7,192,987.35 *FORM J SHALL BE MODIFIED TO REFLECT INDIVIDUAL COSTS FOR EACH ARE INCLUDED IN THE WORK FORM J page 2 MEMORANDUM TO: Esther Gesick, CTB DATE: August 18, 2016 FROM: Clay Kimmi, P.E., Public Works SUBJECT: Change Order No. 1 for WCR 49 Design -Build Project from US -34 to 1-76 Please place the attached change order on the BOCC Agenda. Please return a copy of the change order to me so I can forward to the contractor. This change order is for the Contractor's schedule acceleration and winter paving due to a County caused delay. The original contract was partially terminated on May 25, 2016 due to the Town of Hudson's failure to sign an Intergovernmental Agreement allowing Weld County to build and maintain a one mile section of CR 49 that had been previously annexed by Hudson. The section of CR 49 which is of concern is located between 1-76 and CR 18. The partial termination removed this section of roadway from the IHC contract. On the same date, the County issued a suspension of work to IHC suspending work on the east half of CR 49 from CR 18 to CR 22. The reason for the suspension was related to concern that Hudson would be annexing this section of roadway prior to August 10, 2016. This negotiated change order is being initiated by Weld County in order to reinstate the partial termination and the suspension of work. The following attachment contains documentation supporting the additional costs that IHC and its sub- contractors will incur in order to add the one mile section of roadway back into the contract and to restart work in the area covered by the suspension order. Additional costs include but are not limited to: accelerated schedule costs in order to get the project back on schedule, additional material costs associated with price increases on various construction materials, additional engineering costs, and winter time work. The attachment also includes the County's negotiated pricing calculations. In order to add the Hudson Section Reinstatement costs back into the contract, the Utility Reimbursement Force Account would be reduced by $979,968.51 and a new force account line added would be added to the attached Revised Form J. The payment for the Hudson Section Reinstatement would be made in 3 equal payments starting on October 1, 2016. Originally, the Weld County's plan was to complete the project and then hire a contractor to install a permanent fence throughout the entire corridor. The estimated cost was approximately $3,000,000. Since the project has been awarded, it was discovered that the majority of the temporary easements obtained for the project expired on December 31, 2017. Since the easements expire on December 31, 2017, the County would have to reacquire all of the temporary easements to remove the temporary fence and reinstall a permanent fence on the ROW line. Rather than reacquire all of the easements again, the County requested a quotation from IHC to do the permanent fence as they are progressing through the project. The estimated cost to do the permanent fencing throughout the entire corridor is $1,099,100.00. In order to add the permanent fencing costs into the contract, the Utility Reimbursement Force Account would be reduced by $1,099,100.00 and a new force account line added would be added to the attached Revised Form J. The permanent fencing will be paid on a per unit basis. The new Utility Reimbursement Force Account total becomes $10,420,931.49. The total contract price remains unchanged at $109,589,267.51. The total amount to be paid on the contract for 2016 shall not exceed $55 million. Form J of the Contract has to be revised in order to add this change order to the contract. See the revised Form J that is attached to this change order. I will plan on attending the BOCC hearing to answer any questions that the Board may have regarding this agreement. Page I of 1 cc; 4,)&1e) r/c2-v-p4- o?oi�- 3ci3 Weld County, Colorado PROJECT No. B 1400202 COUNTY INITIATED NEGOTIATED NO COST CHANGE ORDER NO.1 Revisions to Form J for Hudson Section Reinstatement and Permanent Fencing PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 Date: August 12, 2016 PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 described in the Invitation for Bids, Bid No. B 1400202. Owner: Weld County, Colorado Contractor: Interstate Highway Construction (IHC) The following change is hereby made to the Contract Documents: The original contract was partially terminated on May 25, 2016 due to the Town of Hudson's failure to sign an Intergovernmental Agreement allowing Weld County to build and maintain a one mile section of CR 49 that had been previously annexed by Hudson. The section of CR 49 which is of concern is located between I-76 and CR 18. The partial termination removed this section of roadway from the IHC contract. On the same date, the County issued a suspension of work to IHC suspending work on the east half of CR 49 from CR 18 to CR 22. The reason for the suspension was related to concern that Hudson would be annexing this section of roadway prior to August 10, 2016. This negotiated no cost change order is being initiated by Weld County in order to reinstate the partial termination and the suspension of work. The following attachment contains documentation supporting the additional costs that IHC and its sub -contractors will incur in order to add the one mile section of roadway back into the contract and to restart work in the area covered by the suspension order. Additional costs include but are not limited to: accelerated schedule costs in order to get the project back on schedule, additional material costs associated with price increases on various construction materials, additional engineering costs, and winter time work. The attachment also includes the County's negotiated pricing calculations. In order to add the Hudson Section Reinstatement costs back into the contract, the Utility Reimbursement Force Account would be reduced by $979,968.51 and a new force account line added would be added to the attached Revised Form J. The payment for the Hudson Section Reinstatement would be made in 3 equal payments starting on October 1, 2016. Originally, the Weld County's plan was to complete the project and then hire a contractor to install a permanent fence throughout the entire corridor. The estimated cost was approximately $3,000,000. Since the project has been awarded, it was discovered that the majority of the temporary easements obtained for the project expired on December 31, 2017. Since the easements expire on December 31, 2017, the County would have to reacquire all of the temporary easements to remove the temporary fence and reinstall a permanent fence on the ROW line. Rather than reacquire all of the easements again, the County requested a quotation from IHC to do the permanent fence as they are progressing through the project. The estimated cost to do the permanent fencing throughout the entire corridor is $1,099,100.00. In order to add the permanent fencing costs into the contract, the Utility Reimbursement Force Account would be reduced by $1,099,100.00 and a new force account line added would be added to the attached Revised Form J. The permanent fencing will be paid on a per unit basis. The new Utility Reimbursement Force Account total becomes $10,420,931.49. The total contract price remains unchanged at $109,589,267.51. The total amount to be paid on the contract for 2016 shall not exceed $55 million. S/O2 CC: P-te;e sl a / <Co 07o,4 -3L'3 £G pO? c7 Weld County, Colorado PROJECT No. B 1400202 CHANGE TO CONTRACT PRICE: Original Contract Price: $109,589,267.51 Current Contract Price adjusted by previous Change Order: $109,589,267.51 The Contract Price due to this Change Order will be increased by: $0.00 The new Contract Price, including this Change Order, will be: S109,589,267.51 CHANGE TO CONTRACT TIME: The Contract Time will be increased by 0 calendar days. The date for completion of all Work will be December 31, 2017. RECOMMENDED: Owner Representative: County Engineer: APPROVALS: Contractor: P:E. (Project Manager) i �/ «_ � �; /L. WELD COUNT • /a'� ATTEST: C/ Weld County Clerk to the Board BY: Vv ty Clerk to the Board Date: .5 / Date: L r ( Date: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Mike Freeman, Chair AUG 2 4 2016 ,?o/y-3 613 To O O o L c 0 ' mw o E a 3 E m CL' L L L O O O O N m ti U, n U, O a 0 0 -o 0 m O C C C O av -+e 0 c 0 0 0e'cE ro g a a, 0 0 o E E E N CU a o on 3to E Ean n:n N N no an N n N in n oo an n c O H 0= 0 H O H O H to t0 N 0 0 0 in N tO N N V ' n CO CO t0 v m m vl 0 a m 00 ON ti 0 0 co rl o N 01 .+ .-+ vl to 03 00 to M 01 01 J1 ul O N N O N ao to N o1 or ~ 0 00 00 m . a N 00 Ni ry N in in in in in in N Vl N N N c oc C C 0 > 0 y v o o c E -nom r a 3 0-N E o E ,_0 E n ° 3 E C N O. i r - L L '� L NL E L — L C — L — L — L n m L m 0 too 2152 v a o v o o w o 0 01 N 00 0 0 0 0 to N CO v e vl tp vl rn Cl to 01 u1 to 01 in 0 v 0 ✓1 to n to v 01 01 01 N o1 N N me Q m 0 c c0 N o 0 E OJ O a O i c o c N w S E Y ct n o m a 0• 3 a 0 m '° n h w a av H 0 = 0 0 C d :Li 'A' H a o `0 a E 'n E u 6 ✓ i i y p3 L c ? u n O O n O O T v1 N CD • 6 o 0 Lit o V E $ re; oa E ni r4 E 'i a tc • m Of 0 n n O N C 112▪ 1 • a m 0 3 a 13.1 r v o v v — o - 3_0 u V m n n E ,� N N in O N N in d 0) N O 0 o C O N L O 0 L O O c E E o • E L m t To N y0 O 0 0 0 N m Vl U, ti L C C C 0 m x w C o 0 o E n' > a 0 0 3 0 o E E E to -o -o yr 3 3 vo E \ an t0 to in N V- oo N N N N n N N ro cc O H 00 O I- C O H 0C O H N 00 O ON ON V N Ol tO N n110 o rri v ai o to of r co 0 rl O n Cr) 01 CO V n N N N a O o o VI o tDel 0 OJ rry '-I p 1p to N 01 tO 111 N N Ol N t0 N 01 CO CO 10 a el to N in N in in in in N In an in in C o o E o E -o 3 3 E E -_ to to On"-, a C '" L L E L t- L - L - L O L N L n t n a E o yo v o v 0 yo E p o 0 CO N 0 0 0 0 ✓1 a CO m N el el N m 1O V 10O N o1 0 a to fl el el to el 0 N 0 a to w N m n V O N c to E c 2 'm o c a+ m .-1 a to ill in in I'1I Interstate Highway Construction Date: 08/02/2016 COR No.: 03 Response Required By: Change Order Request B1400202 - Weld County Road 49 Design Build To: Clayton Kimmi Weld County Public Works Department P. O. Box 758 Greeley, CO 80632 From: Greg Frazee Interstate Highway Construction, Inc P.o. Box 4356 Englewood, CO 80155 Below is the detail for our proposal to complete the following changes in contract work: - Hudson Section Reinstatement - Proposed Scope of Work: Item Change (in Days) Quantity UM Unit Price Amount Boiler Mobilization 1.00 EA $2,200.00 $2,200.00 Boiler Parts & Set -Up 1.00 EA $5,000.00 $5,000.00 Boiler Fuel 6,710.00 GAL $3.50 $23,485.00 Boiler Equipment Rental 1,080.00 HR $20.79 $22,453.20 Plastic for Covering Slab 1.00 EA $5,000.00 $5,000.00 Blankets for Covering Slab 189.00 EA $112.00 $21,168.00 Blanket Storage Van 1.00 EA $2,000.00 $2,000.00 Labor to Cover with Plastic (Initial Cover) 384.00 MH $35.00 $13,440.00 Labor to Cover with Blankets 648.00 MH $35.00 $22,680.00 Labor to Uncover/Fold/Store 1,296.00 MH $35.00 $45,360.00 Purchase/Fill/Store/Transport Sandbags 1.00 EA $5,000.00 $5,000.00 Saw Crew Blanket Crew 384.00 MH $35.00 $13,440.00 Additional Paving Start-Up/Shutdown 1,008.00 MH $35.00 $35,280.00 Additional Saw Crew Time 144.00 HRS $35.00 $5,040.00 Labor for Additional Paving Days 1,020.00 MH $35.00 $35,700.00 Additional DC (4) 9.00 DY $1,740.00 $15,660.00 Additional Heated Water to Break Frost 108.00 HRS $104.00 $11,232.00 Additional Headers for Additional Days 9.00 EA $750.00 $6,750.00 Additional Grinding Risk 10.00 HRS $650.00 $6,500.00 Lower Prod./Down Time - Grading (Base) 160.00 HRS $35.00 $5,600.00 Heated Admixture/Cure Storage 1.00 EA $4,500.00 $4,500.00 Gen -Set for Admixture/Cure Storage 1.50 MO $2,800.00 $4,200.00 Fuel for Heated Storage Gen -Set 1,350.00 GAL $3.50 $4,725.00 Temperature/Maturity Probes 12.00 EA $100.00 $1,200.00 Snow Removal for Base/Paving 5.00 EA $3,500.00 $17,500.00 3097. Page 1 oft Ilij Interstate Highway Construction Date: 08/02/2016 COR No.: 03 Response Required By: Additional Crew Mob 1.00 EA $1,207.50 $1,207.50 Additional Crew Per Diem 1.00 EA $17,100.00 $17,100.00 Additional Crew Support Equipment Mobilization 1.00 EA $5,400.00 $5,400.00 Additional Crew Support Equipment Rental 1.00 EA $13,734.00 $13,734.00 Small Tools for Additional Crew 1.00 EA $10,000.00 $10,000.00 Re -Stockpiling 1.00 EA $14,237.80 $14,237.80 Winter Stockpiling 1.00 EA $12,000.00 $12,000.00 Additional Handpours at Jims Creek 533.30 SY $9.50 $5,066.35 Barrier Remove/Reset at Jims Creek 1.00 EA $5,000.00 $5,000.00 Additional Design Costs 1.00 EA $2,542.50 $2,542.50 Additional Asphalt Paving Costs 1.00 EA $23,000.00 $23,000.00 Cold Weather Striping 1.00 EA $3,000.00 $3,000.00 Ames Acceleration Costs 1.00 EA $638,567.79 $638,567.79 TOTAL $1,085,969.14 Submitted By: Approved By: 8/02/2016 Greg Frazee Date Interstate Highway Construction, Inc Weld County Public Works Department Clayton Kimmi Date 3097. Page 2 of 2 COLD WEATHER PAVING COSTS 20K Gal Boiler Mobilization Mob from current location —Oversize load 20K Boiler Parts & Set -Up Hoses, Valves, Blocking, Etc. Boiler Fuel - Boiler uses 2 Gal/Hr for temperature maintenance. 45 Days X 24 Hrs. X 2 Gal/Hr = 2160 Gal - For initial fill and re -heat after depletion the boiler will use approx. 350 Gal or 13 Each X 350 Gal = 4550 Gal Boiler Rental IHC internal Rental Rate is 20.79/Hr X 45 Days X 24 Hrs Plastic for Covering Slab Initial cover after the pour will be with heavy plastic Blankets for Covering Slab Blankets are 12' X 25'. Assume 40' wide slab with 2' overlap each blanket and enough to cover 900' = 900/10 = 180 Blanket + 5% waste = 189 Blankets Blanket Storage Van 2 vans required for storage. Includes mob and equipment rental Labor to Cover with Plastic 4 Men X 8 Hrs. X $35/Hr X 12 Pours Labor to Cover with Blanket Blankets are more unwieldy and require additional sand bags —Figure 3 mins per blanket = 180 X 3 = 9 Hrs. X 6 Men X $35/Hr X 12 Pours Labor to Uncover/Fold Store Figure double time above to remove sandbags, store sandbags, remove blankets, fold blankets, and store blankets in vans Purchase/Fill/Store/Transport Sandbags Sandbags are required at center of each blanket and each intersection on the sides and middle = 1086 sandbags for each pour Saw Crew Blanket Crew 2 additional men are added to the saw crew to uncover/re-cover the slab = 2 men X 16 Hrs. X $35/Hr X 12 Pours Additional Paving Start- up/Shutdown Winter paving requires additional time to start and warm up cold equipment, drain and re -fill all equipment, break frost in agg piles, spray heated water on the grade, blow out lines, etc. — 21 men X 4 Hrs X $35/Hr X 12 pours Additional Saw Crew Time Winter paving results in slower setting of the slab. The portion of the slab placed early in the day and subjected to daytime highs will set closer to normal, although slower. PCC placed in the afternoon will set slower through the night. This means the crew has to be on -site close to normal saw start, but will be required to remain longer the next day to cut the slower setting portion of the slab. Figure 3 men X 4 Hrs. X $35 X 12 pours Labor for Additional Paving Days Winter paving is much slower and less productive than fair weather paving. Daylight hours and temperature restrictions typically limit paving to no more than 5 hrs. day which results in approx. 12 days to complete this paving where it would have originally taken us 3-4 days at high production. Figure 8.5 additional days X 24 men X $35/Hr. X 5 Hrs. Additional QC (4) Additional Pours requires additional QC days. Figure plant tester, paver tester, runner/lab helper, and lab tech. 4 guys X 9 days X $435/day. Breaks are assumed to be cover under other ongoing work. Additional Heated Water Truck to Break Frost Figure 12 Paving Days X 9 Hrs. X $104 for truck and operator Additional Headers for Additional Days 8.5 Additional paving days requires the same additional headers. Figure 9 additional headers at $750 Each Additional Grinding Risk Additional headers results in additional grinding risk fro IHC— Figure cost for 9 headers at 1.5 hrs each header and $650/hr = $8775. Use $6500. Assume grinder mob covered in other work. Lower Production/Downtime Grading (Base) Figure 4 Man Crew X 4 Hrs. X $35 X 10 Days Heated Admixture/Cure Storage Heated storage is required to prevent cure/epoxy/admixtures from freezing. We typically rent and insulate connexes for this storage. Figure 4 connexes X 1.5 months + insulation. Use $4500 Gen -Set for Admixture/Cure Storage We'll rent a 25 KW generator to provide power for the heaters in the connexes. Figure 1.5 Mnths @ $2400/Mo + Mob and Heaters Fuel for Heated Storage Gen- Set Figure 45 days X 30 Gal/Day Temperature/Maturity Probes Installation/Monitoring/Parts Snow Removal Figure 5 days @ $3500 Each Additional Crew To maintain our proposed schedule, IHC must continue our other ongoing work with the originally planned workforce and mobilize a crew to perform the additional 44K SY of concrete paving that has now been pushed into the winter months. Our plant capacity will allow us to perform the lower production winter mainline paving in conjunction with other work such as handpours and shoulder pours if we are able. Additional Crew Mob Assume mobilization from Big Springs, NE job. 161 miles X $0.50/Mile X 15 Men Additional Crew Per Diem 15 men X $190/wk X 6 Wks Additional Crew Support Equipment Mobilization Figure 5 job trucks, 1 water truck, 2 trailers, and skid steer @ $900/Load Additional Support Equipment Rental Figure 1.5 Months for 5 Trucks @ $660/Mo, Water Truck @ $3611, Skid Steer at $2245 Small Tools for Additional Crew Includes vibrators, power tools, generators, paving tools, etc. Additional Stockpiling Costs Because we were unable to use aggregate being produced at the J-2 pit and required a fixed amount of aggregates to be put up to maintain supply demand for our projected paving, we were required to stockpile over an area that we planned to use for our plant site. This required that we re -set the radial stacker and move the previously produced aggregate to another location to allow for the plant set. This required that IHC rent the stacker, hopper, transfer belt, and generate from J-2 as well as additional loader time and labor to relocate the aggs. In addition, because 1-2 had no more rrom to stockpile, they have shutdown their operations until room is available and will be forced to produce aggregates during the winter month, increasing their costs. Costs have been included for winter production of the aggregates associated with the suspended/terminated section. Re -Stockpiling Stacker & equipment rental - $8500., Loader @ 60.63/Hr X 60 Hrs., Labor @ $35/Hr X 60 Hrs. Winter Stockpiling 10 Days X $1200/day = 12,000. Based on 3,115 Lb/Cy @ 2500 TN/Day JIMS CREEK DELAY Because the release of materia s and construction of Jims Creek was delayed, we will have to stop short of the ongoing construction and track the paver around the bridge. Additional Handpour at Jims Creek We will likely have to stop paving approx.. 120' short of the bridge vs. the typical 60' This results in an additional 533 sy of handwork at $9.50/sy additional cost Barrier Remove/Reset at Jims Creek Because we have to track around Jims Creek we will have to remove and reset existing barrier and use traffic control and road closures to track around the creek. ADDITIONAL DESIGN COSTS FHU incurred additional costs to start re -design of the originally terminated portion of the work ADDITIONAL ASPHALT PAVING COSTS These costs are somewhat unknown. It is likely that phase 2 of Jims Creek will be completed during the winter months. We will not be able to hit the SMA minimum quantity required by Martin Marietta and will have to pay additional to complete the SMA on the bridge. We will likely have to pay additional fees for the access paving for the same reason. In addition, we will have to pay additional plant start-up fees. It is also likely that there will be re -work of some areas due to winter asphalt paving. IHC has estimated the amount included in the proposal. COLD WEATHER STRIPING Roadsafe did not provide an estimate for cold weather work. We typically pay double the mob of $1500 for clod weather work to cover their additional start-up/shut-down costs. I've included the additional costs for two mobs. One temp and one permanent AMES ACCELERATION COSTS I have requested that Ames provide pricing for acceleration to complete the Jims Creek structure and avoid paving in the heart of winter where it is unlikely that we could realistically plan to pave. This acceleration will move our paving to closer to the end of November or early December. Ames has elected to not include their inefficiencies and downtime associated with the termination/suspension with the understanding that the work will be accelerated and thus their total time commitment (duration) to the project will remain as planned. i‘t Ames Construction, Inc® 18450 E. 28th Ave. Aurora, Colorado 80011 T 303-363-1000 • F 3O3 -363-41O1 July 29.2016 Interstate Highway Construction P.O. Box 4356 Englewood, CO 80155 Attn: Greg Frazee Re: Weld County Rd 49 Design Build Project Ames Project #150609 Subj: RE: RE: Work Commencement Delay Attach: Acceleration Back Up Dear Mr. Frazee: Serial #: 150609 -AC -IBC -LW Ames has received your formal letter requesting acceleration costs associated with the county caused 2 month delay. We have put together a detailed proposal to make this time up with 3 different approaches. We believe between working some of our crews more with overtime. adding more work forces to the project and paying for grade protection for work areas outside the typical paving period will can make this time up. Having only 50% of our crews work overtime will make up approximately 0.6 of a month. It has been proven that working more hours to compensate for lost time only works partially due to production lost due to fatigue. We therefore only propose 50% of our planned forces work these extra hours. We have analyzed what this extra overtime would cost and came up with 9.093 extra OT hours at an overtime premium of $20.94 or a total of 5190,423.79. We have broken this down in more detail and show the logistics of the pricing in the attached hack up. Adding more people to perform more work in other areas for 6 months will recover 1.40 months. This will require extra mobilization and demobilization of equipment, and more supervision. We estimate an additional foreman and engineer would supervise the additional 16 employees. Additional 13 pieces of equipment will need to be mobilized and then demobilized. The extra cost for the additional supervision and mobilization costs are detailed out in the attached back up and equate to $216,700.00 Lengthening our current planned construction season into cold weather months will also gain I month on the schedule. This will require grade protection for this time frame. We proposed using blankets and ground heaters for this to be completed. The paving area in the delayed Hudson section is 51,432 SY. The total cost of heating and blanketing this same amount of delayed quantity will he $231.444.00. This is also broken out in the attached back up. Ames looks forward to working with INC and Weld County on finding a solution to get this job completed on time and economically. Please feel free to contact me with any other questions or concerns. Sincerely, Dustin Williams Project Manager An Equal Opportunity Employer Scottsdale AZ • Corona CA • Aurora CO • Burnsville MN • West Valley City UT • Carlin NV unk A1n % WCR 49 D/B - Project Acceleration Time Lost Summary Planned Approach Segment 1 & 2 Original Schedule - April 2016 - November 2016 MH's for Segment 1 & 2 Work Planned Manhours per Month Planned Work Month Per Employee @ 50hr Week = 216.5 hr/mo 7 Months 104,705 Manhours 14,958 MH/MO 69 Avg Planned Employees on Job Current Delay Analysis Expected Manhours Completed at the end of June 2016 Limited Work in June due to Limited Work Area: Actual Manhours Total Manhours to Make Up as of June 30th 2016 Months Behind with Planned Crews and Work Hours 44,874 Manhours 4,559 Manhours 40,315 Manhours 3 Months Plan to Make Up Lost Time Ames plan to make up 3 months of lost include the following Gain Switch to 60 Hr weeks with 50% of workforce. Mobilize Additional 16 Employees @ 50hr/wk and Add Supervision Plan on 1 Month of Winter Grade Protection- November 2016 - April 2017 0.6 Month 1.4 Month 1 Month Working More Gain in Switching to 60hr Workweek @ 69 Employees Weeks Needed to Regain Lost Time Months Needed to Reagin Lost Time ** This proves that just working more, wont get you caught up in time" Figure 50% of employees or 35 at additional 10hrs per week for 6 months 35 Emp` 10 hrs/wk * 6 mo. * 4.33 wks/mo. More People Mobilize more Crews, Equipment and Supervision - 16 Employees Figure added Crews for 6 Months 3 Month 690 HRs/Week 58 Weeks 13 Months 9,093 HRs Gained 0.6 MOs Gained 800 HRs/Week 20,784 HRs Gained 1.4 MOs Gained Work Later or Earlier into the Season Plan on Extra Time, Equipment and Materials to Weather Protect Grade for 1 Month 1.0 MOs Gained DESCRIPTION Amount Working More $ 190,423.79 More People $ 216,700.00 Work Later or Earlier $ 231,444.00 $ 638,567.79 See attached Backup for cost explanations. WCR 49 D/B - Project Acceleration - Work More Planned Approach Segment 1 & 2 Original Schedule - April 2016 - November 2016 MH's for Segment 1 & 2 Work Planned Manhours per Month Planned Work Month Per Employee @ 50hr Week = 216.5 hr/mo Planned Workweek was a 50/hr (405T/10OT) - 20% OT Working More Gain in Switching to 60hr Workweek @ 69 Employees Weeks Needed to Regain Lost Time Months Needed to Reagin Lost Time ** This proves that just working more, wont get you caught up in time" Figure 50% of employees or 35 at additional 10hrs per week for 6 months 35 Emp* 10 hrs/wk * 6 mo. * 4.33 wks/mo. Workweek will be 60/hr (405T/20OT) - 30% OT DESCRIPTION Additional OT **Per CDOT 109.04(o) Ames Avg Base Rate Ames OT Rate AVG Difference Between Straight and OT 25.08 37.62 12.54 7 Months 104,705 Manhours 14,958 MH/MO 69 Avg Planned Employees on Job 20,941 OT MH's 690 HRs/Week 59 Weeks 14 Months 9,093 HRs Gained 1 MOs Gained 9,093 OT MH's QTY UNIT UNIT COST MARKUP`* UNIT RATE EXTENSION 9,093 MH $ 12.54 67% $ 20.94 $ 190,423.79 WCR 49 D/B - Project Acceleration - More People Planned Approach Segment 1 & 2 Original Schedule - April 2016 - November 2016 MH's for Segment 1 & 2 Work Planned Manhours per Month Planned Work Month Per Employee @ 50hr Week = 216.5 hr/mo More People Mobilize more Crews, Equipment and Supervision - 16 Employees Figure added Crews for 6 Months Supervision Costs for Extra Crew DESCRIPTION Foreman with Pick Up Engineer with Pick Up QTY UNIT UNIT RATE 7 Months 104,705 Manhours 14,958 MH/MO 69 Avg Planned Employees on Job EXTENSION 86,400.00 58,800.00 145,200.00 Mobilization DESCRIPTION Equipment Mobilization Equipment Demobilization 6 MO $ 14,400.00 $ 6 MO 5 9,800.00 $ QTY UNIT UNIT RATE EXTENSION 35,750.00 35,750.00 71,500.00 13 EA $ 2,750.00 $ 13 EA $ 2,750.00 $ 800 HRs/Week 20,784 HRs Gained 1.4 MOs Gained WCR 49 D/B - Project Acceleration - Cold Weather Protect Cold Weather Subgrade Protection DESCRIPTION Blanket Subgrade Ground Heat Subgrade QTY UNIT UNIT RATE EXTENSION 64,290.00 167,154.00 231,444.00 51432 SY $ 1.25 $ 51432 SY $ 3.25 $ $ IAMartin July 8', 2016 Interstate Highway Construction, Inc Attn: Greg Frazee RE: WCR 49 Design -Build Project — 2016 Post Plant Shutdown Cost Proposal Greg, Roper B. Marquiss Estin mor Project Manager In anticipation of paving outside of normal and historical plant operations, Martin Marietta will have the following cost and limitations associated with the above mentioned project. • 51,800.00 per day Plant Heating Fee. • 350 Ton Daily Minimum Requirement for any mixes that are not SMA or Polymer Modified. • 750 Ton Daily Minimum Requirement for SMA or Polymer Modified Mixes. (Assuming that the refinery will have the Polymer Modified Oil still available during this time of year that is needed to produce both of these types of asphalt). Paving in cold weather can cause a variety of quality issues with asphalt densities, segregation. premature failures from ground frost and aesthetic appearance. Some of the issues can be caused by cold overnight temperatures even if the daytime temperatures are within the allowable paving range. In order to protect Martin Marietta Materials Inc. from future costs associated with repairs involving cold temperatures, Martin Marietta Materials Inc. asks for a release from any costs associated with repairing issues resulting from cold weather paving outside of state and local entity minimum temperature requirements. Should you have any questions, please do not hesitate to contact me at (970) 407-3659. Thank you, Roper B. Marquiss Estimator / Project Manager Martin Marietta Materials, Inc. Nurhern AsGh:tlt S Pxong : Ruch; Mcurla:n Drstrr ; 925 N. 35th Avenue, Greeley, CO 80631 t. (970) 407-3659 r (970) 352-9461 in. (970) 556-0119 e. ropermarquiss@martinmarietta.com wwty ntartinntanetta.cont I1'I Interstate Highway Construction Date: 06/27/2016 COR No.: 07 Response Required By: 9/15/2016 Change Order Request B1400202 - Weld County Road 49 Design Build To: Clayton Kimmi Weld County Public Works Department P. O. Box 758 Greeley, CO 80632 Below is the detail for our proposal to complete the following changes in contract work: Permanent Fence - Proposed Scope of Work: From: Greg Frazee Interstate Highway Construction, Inc P.O. Box 4356 Englewood, CO 80155 Item Change (in Days) Quantity UM Unit Price Amount Removal of Existing Fence 0 200,000.00 LF $0.92 $184,000.00 Installaiton Of Permanent Fence 0 200,000.00 LF $3.08 $616,100.00 Utility Potholing 0 200.00 HR $189.75 $37,950.00 Re -Set Existing Gate 0 20.00 EA $402.50 $8,050.00 Re -set Existing Cattle Guard 0 8.00 EA $2,875.00 $23,000.00 Specialty Pipe Fence 0 8,000.00 LF 28.75 $230,000.00 TOTAL $1,099,100.00 Arnolds Ag Group to retain any material from properties not keeping removed fence as negotiated with Weld County * Arnolds Ag Group will stockpile removed fence on owner's property no more than 20 feet from Weld County permanent fence at closest driveway * Arnolds Ag Group will remove and stockpile fencing material in an orderly manner, but will not guarantee the usability of removed materials ROW Fence Pricing Includes: • 5 Strand Barbed Wire • 16' Post Spacing • Wood Line Post @ 96' (4" X 6.5' Treated) • Wood End, Line, and Comer Braces (5" X 8' Treated) • Line Braces to be spaced a minimum of 800', with a maximum spacing of 1000' depending on distance between driveways, ditches, creeks, etc. • Includes all tie ins of fencing along personal property lines * Cattle guard re -set will be per existing and will not be per CDOT or Weld County standards. * Specialty Fence Pricing Includes: • 6 Rail 48" Tall Continuous Fence • 2 3/8" X 8' Steel Pipe Posts on 10" Centers Submitted By: Approved By: 6/24/2016 Greg Frazee Date Interstate Highway Construction, Inc Weld County Public Works Department Clayton Kimmi Date 3097. Page 1 of2 I1iIi Interstate Highway Construction Date: 06/27/2016 COR No.: 07 Response Required By: 9/15/2016 • Top Rail to be no less than 1 7/8" pipe, depending on availability • All posts to have 4 bags Sakrete (ASTM) concrete * ROW fence will be completed within a reasonable amount of time following completion of our roadway construction activities. ROW and specialty fence erection shall not be subject to contract liquidated damages provisions. Submitted By: Approved By: 6/24/2016 Greg Frazee Date Clayton Kimmi Date Interstate Highway Construction, Inc Weld County Public Works Department 3097. Page 2 of TOTAL CONTRACT PRICE ALLOCATION FORM (See Book 2, Section 2- Work Breakdown Structure) Proposer Preliminary Baseline Schedule Activity ID (When Available) WBS Description Original Dollar Value Negotiated Dollar Value Scope Description WCH 49Basic Configuration Project Management $ 21,405,435,00 $ 21,300,435.00 Mobilization $ 5,000,000.00 $ 5,000,000.00 Safety Management $ 175,000.00 $ 175,000.00 Public information Management $ 300,990.00 $ 300,990.00 EngineeringiDesign $ 11.565,550.00 $ 11.565.550.00 $ 1,011,870.00 $ 1,011,870.00 Surv_kring Quality Control _ _ $ 1,325,000.00 $ 1,325,000.00 Bonds and hsurance $ 2,027,025.00 $ 1,922,025.00 Environmental $ 427,030.00 $ 427,030.00 Phase 1 Site Assessment $ 50,000.00 $ 50,000.00 Environmental Compliance $ 27,030.00 $ 27,030.00 Permits) 350,000.00 $ 350,000.00 $ 2,595,304.00 $ 2,595,304.00 Third Parties and Utilities Railroad Crossing Reconstruction $ 117,404.00 $ 117,404.00 Irrigation Ditch Relocations $ 188,220.00 $ 188,220.00 Utility Coordination $ 1,478,500.00 $ 1,478,500.00 Utility Relocations $ 62,900.00 $ 62,900.00 1-utureVillrr reeves - Atmos Energy, Ven�rarW eld Water, Century Link, Xcel Energy, Northern Colorado Water Conservancy District, Big Foot Turf Farms for kation $ 698,280.00 $ 698,280.00 Oil & Gas Facility Relocations $ 50,000.00 $ 50,000.00 Right -of -Way - - $ 878,387.50 $ 878,387.50 Construction Easements $ 208.406.00 $ 208,406.00 Permanent Easements $ 269,980.50 $ 269,980.50 Additional Right -of -Warr $ 400,001.00 $ 400,001.00 — $ 31,188,891.28 Pavements $ 31,825,643.00 HMA Pavement $ 1,070,248.00 $ 1,070,248.00 Concrete Pavement $ 28,155,660.00 $ 27,518,908.28 Detour Pavement $ 2,599,735.00 $ 2,599,735.00 Earthwork $ 18,724,948.00 $ 18,624,963.69 Unclassified Excavation $ 9,631.829.00 $ 9.631.829400 Unclassified Embankment $ 2,081,500.00 $ 2,081,5001)0 Aggregate Base Course $ 6,392,219.00 $ 6,292,234.69 T Structure Excavation $ 224,400.00 $ 224,400.00 Structure Backfili $ 395,000.00 $ 395,000.00 Drainage $ 5,315,381.00 $ 5,315,381.00 Roadway Drainage $ 3,573,995.50 $ 3,573,995.50 Erosion Control $ 444.572.50 $ 444,572.50 $ 1,296,813.00 Permanent BMPs $ 1,296,813.00 Roadway $ 4,669,569.00 $ 4,481,890.04 Driveway Accesses $ 2,302,660.00 $ 2,114,981.04 Temporary Fencing $ 436,250.00 $ 436,250.00 $ 80,000.00 $ 80,000.00 Guardrail (Concrete) Guardrail (Steel) $ 443,099.00 $ 443,099.00 Guardrail (Temporary) $ 1,407,560.00 $ 1,407,560.00 Signing and Pavement Markings $ 1.606.086.00 $ 1.606.086.00 $ 394,816.00 Permanent Signs $ 394.816.00 Pavement Markings $ 1,211,270.00 $ 1,211,270.00 Structures $ 5,320,011.00 $ 5,320,011.00 WCR 49 over Latham Ditch $ 574,265.00 i $ 574,265.00 WCR 49 aver Jims Creek $ 985,170.00 $ 985,170.00 WCR 49 over Box Eider Creek $ 1,000,730.00 $ 1,000,730.00 W WCR 49 over Gilmore Ditch $ 754,625.00 $ 754,625.00 Retaining Walls $ 1.00 $ 1.00 Miscellaneous Structures $ 2,005,220.00 $ 2,005,220.00 Maintenance of Traffic $ 1,323,528.00 $ 1,323,528.00 Incident Management Plan $ 50,000.00 $ 50,000.00 $ 1,273,528.00 $ 1,273,528.00 Construction Traffic Control _ Landscaping $ 74,665.00 $ 74,665,00 Maintenance Durin. Construction $ 817,695.00 $ 817,695.00 $ 1,000,000.00 $ 1,000,000.00 FA - Minor Contract Revisions $ 10,420,931.49 $ 12,500,000.00 F/A - Utility Reimbursement $ 2,000,000.00 $ 2,000,000.00 F/A - Access Control Plan $ - $ 135,000.00 F/A , H.C. Peck ROW Procurement FIR - Permanent Fencing $ - $ - $ 1,099,100.00 $ 979,968.51 FHA - Hudson Section Reinstatement TOTAL CONTRACT PRICE $ 110,483,682.50 $ 109,589,267.51 ARE 1 - Grade Separation at Intersection of CR 49 & CR 44 $ 8,550,000.00 $ 8,550,000.00 ARE 2 - Grade Separation at Intersection of CR 49 & CR 22 $ 8,800,000.00 $ 8,800,000.00 ARE 3 - Grade Separation at Intersection of CR 49 and CR 30 $ 8,520,000.00 $ 8,520,000.00 ARE 4 - Truck Pullout $ 695,000.00 $ 695,000.00 ARE 5 - Weather Station $ 79,500.00 $ 79,500.00 ARE 6 - M&J Dairy Acceleration and Decceleration Lanes $ 374,000.00 $ 374,000.00 *FORM J SHALL BE MODIFIED TO REFLECT INDIVIDUAL COSTS FOR EACH ARE INCLUDED IN THE WORK FORM J page 1 RESOLUTION RE: APPROVE DESIGN/BUILD CONTRACT FOR COUNTY ROAD 49 FROM HIGHWAY 34 TO 1-76 AND AUTHORIZE CHAIR TO SIGN - INTERSTATE HIGHWAY CONSTRUCTION WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Design/Build Contract for CR 49 from Highway 34 to I-76 between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and Interstate Highway Construction, commencing September 30, 2015, and ending December 31, 2017, with further terms and conditions being as stated in said contract, and WHEREAS, after review, the Board deems it advisable to approve said contract, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Design/Build Contract for CR 49 from Highway 34 to 1-76 between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and Interstate Highway Construction be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 30th day of September, A.D., 2015. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, CO ORADO ATTEST: datAdio Cjeji.o;iA Weld County Clerk to to the Board BY: A Date of signature: JO/s Steve Moreno uty Clerk to the unty Attorney arbara Kirkmey- , Chair Mi <e Freeman, Pro-Tem CC-�rc� (F/bi) 1o//k 2014-3613 EG0072 Interstate Highway Construction September 29, 2015 Weld County, Colorado Department of Public Works Division of Engineering 1111 H Street Greeley, Colorado 80632 Attn: Don Dunker, P.E., County Engineer Re: WCR 49 Design -Build Project from US 34 to 1-76 Project No. B1400202, IHC Job #3097 Dear Mr. Dunker: 7135 South Tucson Way, P.O. Box 4356 Englewood, Colorado 80155 Telephone (303) 790-9100 Fax (303) 790-8524 Enclosed please find 2 executed copies of the Contract with Payment and Performance Bonds for the referenced project. Also enclosed are 2 copies of IHC's certificate of insurance, and FHU's insurance certificate. As discussed, the Railroad and Builder's Risk Policies will follow shortly. We re ectfully request that you date all enclosed documents to coincide with the Contract date. We are add by our Surety agent that these must not pre -date the Contract. We have tabbed these areas for your convenience. Thank you for the opportunity to perform this project. We look forward to a collaborative relationship and successful venture. Should you have any questions or concerns, please let me know. Best Regards, Greg Frazee Senior Project Manager iza A RALPH C. WILSON COMPANY An Equal Opportunity Employer Weld County, Colorado PRoJi.cT No. B 1400202 Book 1 - Contract THIS Design/Build Contract is entered into this day of , 2015, by and between the Weld County Board of County Commissioners, on behalf of Weld County, Colorado, hereinafter referred to as the "County", and Interstate Highway Construction, 7135 South Tuscon Way, Englewood, CO 80112, a Michigan Corporation Licensed to do business in the State of Colorado ("Contractor"), with reference to the definitions contained in Exhibit A hereto and the following: RECITALS 1. The Project involves Weld County Road 49 ("WCR 49") between US 34 at the north end and I-76 at the south end. WCR 49 is a major north -south thoroughfare in Weld County that is increasingly used for residential, commericial, and industrial traffic. WCR 49 is also a major farming area to market north -south transporation of agricultural products. 2. The purpose of the project is to expand approximately twenty miles of WCR 49 from a two lane asphalt roadway to a five lane concrete roadway. 3. In addition to expansion and paving of the roadway, key elements of the Project include coordination of design and relocation of utilities, coordination of hydrocarbon pipelines and facilities, coordination of irrigation ditches and facilities, construction phasing, property acquisition, drainage control, implementation of the access control plan, and community outreach. NOW, THEREFORE, in consideration of the sums to be paid to the Contractor by the County, the foregoing premises and the covenants and agreements set forth herein, the parties hereto agree as follows: 11 1861/. COUNTY WELD COUNTY, COLORADO REQUEST FOR PROPOSAL FOR DESIGN BUILD SERVICES BOOK 1 CONTRACT WCR 49 Design -Build Project from US 34 to I-76 PROJECT NO.: B 1400202 March 27, 2015 REQUEST FOR PROPOSAL DUE: June 22, 2015 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1.0 CONTRACT COMPONENTS; INTERPRETATION OF CONTRACT DOCUMENTS 12 1.1 CERTAIN DEFINITIONS 12 1.2 CONTRACT DOCUMENTS 12 1.3 ORDER OF PRECEDENCE 12 1.4 BOOK 5 - REFERENCE DocuMEN'I S 13 1.5 IN'I'ERPRE'I Al IONS 13 1.6 REFERENCED STANDARDS, CODES, OR CRITERIA 14 1.7 OMISSION OF DETAILS; CLARIFICATION BY THE COUNTY 14 1.8 COMPUTATION OF PERIODS 14 1.9 STANDARD FOR APPROVALS 14 1.10 CONTACT INFORMATION 15 2.0 OBLIGATIONS OF CONTRACTOR 16 2.1 PERFORMANCE REQUIREMENTS 16 2.1.1 Performance of Work 16 2.1.2 Performance Standards 16 2.1.3 Performance as Directed 16 2.2 GENERAL OBLIGATIONS OF CONTRACTOR 16 2.3 REPRESENTATIONS, WARRANTIES, AND COVENANTS 18 2.3.1 Maintenance of Professional Qualifications 18 2.3.2 Evaluation of Constraints 18 2.3.3 Feasibility of Performance 18 2.3.4 Review of Site Information 18 2.3.5 Governmental Approvals 19 2.3.6 Progression of Work 19 2.3.7 Employee Performance Requirements 19 2.3.8 Design and Engineering Personnel 19 2.3.9 Organization 20 2.3.10 Authorization 20 2.3.11 Legal, Valid, and Binding Obligation 20 2.4 REQUIREMENTS REGARDING BASIC CONFIGURATION AND CONTRACT DRAWINGS 20 2.4.1 Obligation to Review Contract Drawings 20 2.4.2 Required Approvals 20 2.4.3 Necessary Design Change 20 2.5 DESIGN DOCUMEN'I'S 21 3.0 INFORMATION SUPPLIED TO CONTRACTOR; RESPONSIBILITY FOR DESIGN; DISCLAIMER22 3.1 INFORMATION SUPPLIED 22 3.2 RESPONSIBILITY FOR DESIGN 22 3.3 DISCLAIMER 22 3.3.1 No Liability Regarding Reference Documents 22 3.3.2 No Representation or Warranty Regarding Basic Configuration and Reference Documents23 3.4 PROFESSIONAL LICENSING LAWS 23 4.0 TIME WITHIN WHICH PROJECT SHALL BE COMPLETED; SCHEDULING 24 4.1 TIME OF ESSENCE 24 4.2 NOTICES TO PROCEED 24 4.2.1 Issuance of Notice -to -Proceed 1 (2015) 24 4.2.2 Issuance ofNotice-to-Proceed 2 (2016) 24 4.2.3 Issuance of Notice -to -Proceed 3 (2017) 24 2 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 4.3 COMPLETION DEADLINES 25 4.3.1 Project Completion Deadline 25 4.3.2 Final Acceptance Deadline 25 4.3.3 No Time Extensions 25 4.4 CONTRACT SCHEDULES 25 4.5 RECOVERY SCHEDULE 25 4.6 PREREQUISITES FOR S'T'ART OF CONSIRUCI ION 26 5.0 CONTROL OF WORK 27 5.1 CONTROL AND COORDINATION OF WORK 27 5.2 SAFETY 27 5.3 PROCESS TO BE FOLLOWED FOR DISCOVERY OF CERTAIN SITE CONDITIONS 27 5.3.1 Notification to the County 27 5.3.2 Further Investigation 27 5.3.3 Recommence Work 28 5.4 OBLIGATION TO MINIMIZE IMPACTS 28 5.5 QUALITY MANAGEMENT 28 5.5.1 Contractor Quality Management 28 5.5.2 Oversight, Verification, Inspection, and Testing by the County and Others 28 5.5.3 Obligation to Uncover Finished Work 28 5.6 EFFECT OF OVERSIGHT, SPOT CHECKS, VERIFICATIONS, TES'T'S, ACCEPTANCES, AND APPROVALS 29 5.6./ Oversight and Acceptance 29 5.6.2 No Estoppel 29 5.7 NONCONFORMING WORK 29 5.7.1 Rejection, Removal, and Replacement of Work 29 5.7.2 Nonconforming Work Pay Adjustment 30 6.0 ACCESS TO SITE, UTILITY RELOCATIONS, ENVIRONMENTAL MITIGATION 31 6.1 ACCESS 10 SITE 31 6.1.1 Access to Right -of Way Identified on Right -of Way Plans 31 6.1.2 Access to Right -of -Way Not Identified on Right -of -Way Plans 31 6.1.3 Failure to Have Necessary Rights of Access 32 6.2 UTILITY RELOCATIONS 32 6.2.2 Reserved 33 6.2.3 Betterments and Requested Relocations 33 6.2.4 Utility Delays 34 6.2.5 Certain Obligations of Contractor 34 6.2.6 Additional Restrictions on Change Orders 35 6,3 ENVIRONMENTAL COMPLIANCE 35 6.3.1 Mitigation Requirements 35 6.3.2 New Environmental Approvals 36 7.0 EQUAL EMPLOYMENT OPPORTUNITY; SUBCONTRACTS; LABOR 37 7.1 EQUAL EMPLOYMENT OPPORTUNTIY 37 7.1.1 Equal Employment Opportunity Policy 37 7.1.2 Non -Discrimination 37 7.1.3 Inclusion in Subcontracts 37 3 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 7.2 LIMITATION ON SUBCONTRACTED WORK 37 7.3 SUBCONTRACTING REQUIREMENTS 38 7.4 ASSIGNMENT OF SUBCONTRACT RIGHTS 38 7.5 SUBCONTRACT TERMS 38 7.6 SUBCONTRACT DATA 38 7.7 RESPONSIBILI'T'Y FOR WORK BY SUBCONTRACI ORS 39 7.8 KEY PERSONNEL 39 7.8.1 Key Personnel 39 7.8.2 Representations, Warranties, and Covenants 39 7.9 CHARACTER OF WORKERS 39 8.0 SURETY BONDS 41 8.1 PROPOSAL BOND 41 8.2 PERFORMANCE BOND 41 8.3 PAYMENT BOND 41 8.4 UTILITY WORK 41 8.5 NO RELIEF OF LIABILITY 41 9.0 INSURANCE 42 9.1 GENERAL INSURANCE REQUIREMENTS 42 10.0 RISK OF LOSS 47 10.1 SI'rE SECURITY 47 10.2 MAINTENANCE AND REPAIR OF WORK AND ON -SITE PROPERTY 47 10.2.1 Responsibility of Contractor 47 10.2.2 Relieffiom Liability for Maintenance 47 10.3 DAMAGE TO OFF -SITE PROPERTY 48 10.4 THIRD PARTY AGREEMENTS 48 10.5 TITLE 48 11.0 PAYMENT 49 11.1 CONTRACT PRICE 49 /1.1.1 Contract Price 49 11.1.2 Items Included in Contract Price 49 11.1.3 Delay in Issuance of Notice -to -Proceed / 50 1 1 .2 INVOICES AND PAYMENT 50 11.3 LIMITATIONS ON PAYMENT 50 /1.3./ Requirement to Provide Corrected Monthly Update 50 /1.3.2 Notice -to -Proceeds Payment Cap 50 /1.3.3 UnincomporatedMaterials 51 11.3.4 Materials Ineligible for Payment 52 11.3.5 Nonconforming Work 52 11.4 MOBILIZATION 52 11.4.1 Mobilization Amount 52 11.5 RETAINAGE; DEDUCTIONS 52 /1.5.1 Retainage 52 /1.5.2 Substitution of Acceptable Securities 53 11.5.3 Deductions 53 1 1 .6 FINAL PAYMENT 53 11.6.1 Application for Final Payment 53 11.6.2 Payment 54 11.7 PAYMENTS TO SUBCONTRACTORS 55 11.7.1 Prompt Payment 55 4 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 11.7.2 Release of Retainage 55 11.8 DISPUTES 55 12.0 VALUE ENGINEERING AND NEGOTIATED CHANGES 56 12.1 VALUE ENGINEERING CHANGE PROPOSALS 56 12.1.1 Definition of Value Engineering Change Proposal 56 12.1.2 Required Information 56 12.1.3 County Review and Approval or Rejection 57 12.1.4 Disputes Regarding Applicability of Value Engineering Change Proposals 57 12.1.5 Contract Price Adjustment 57 12.2 NEGOTIATED CHANGES 58 12.3 USE OF VALUE ENGINEERING CHANGE PROPOSALS AND NEGOTIATED CHANGES BY THE COUNTY 58 13.0 CHANCES IN THE WORK 59 13.1 CIRC'UMSTANC'ES UNDER WHICH CHANGE ORDERS MAY BE ISSUED 59 13.1.1 Definition of and Requirements Relating to Change Orders 59 13.1? Directive Letter as Condition Precedent to Claim that County -Directed Change Occurred60 13.1.3 Changes in Law 60 13.2 PROCEDURE FOR COUNTY INITIATED CHANGE ORDERS 61 13.2.1 Requestfor Change Proposal (RCP) 61 13.2.2 Unilateral Change Orders 62 13.2.3 Options 62 13.3 PROCEDURE FOR CONTRACTOR REQUESTED CHANGE ORDERS 62 /3.3.1 Eligible Changes 62 13.3.2 Conditions Precedent 65 13.3.3 Performance ofDisputed Work 67 13.4 CONTENTS OF CHANGE ORDERS 68 13.4.1 Form of Change Order 68 13.4.2 Scope of Work, Cost Estimate, Delay Analysis, and Information Regarding Change 68 13.4.3 Justification 69 13.4.4 Contractor Representation 69 /3.4.5 Incomplete Change Orders 69 13.5 CERTAIN LIMITATIONS 70 13.5.1 Limitation on Contract Price Increases 70 13.5.2 Limitation on Acceleration Costs; Delay and Disruption Damages 70 13.5.3 Limitation on Time Extensions 71 13.6 PRICING OF CHANGE ORDERS 71 13.6.1 Contents 72 13.6? Unit Price Change Orders 72 13.6.3 Added, Deleted, or Both Added and Deleted Work 72 13.7 TIME AND MATERIALS CHANGE ORDERS 72 13.7.1 Labor Costs 72 13.7.2 Material Costs 73 13.7.3 Equipment 74 13.7.4 Permit Fees 76 13.7.5 Subcontracted Work 76 13.7.6 Mark -Ups 76 13.7.7 Time and Materials Records 76 13.8 NECESSARY DESIGN CHANGES 77 13.8.1 Increase in Contract Price and/or Extension of Completion Deadlines 77 5 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13.8.2 Decrease in Contract Price and/or Extension of Completion Deadlines 78 13.8.3 Change in Basic Configuration or Temporary Configuration Resulting from Value Engineering Change Proposal 78 13.9 DIFFERING SITE CONDITIONS 78 13.9.1 Responsibilities of the County 78 13.9.2 Burden of Proof 79 13.10 CERTAIN EVENTS 79 13.1 I HAZARDOUS SUBSTANCES MANAGEMENT 79 13.11.1 Price Increase 79 13.11.2 Time Extension 79 /3.11.3 Limitations on Change Orders 79 13.12 MATERIAL ERRORS IN RIGHT-OF-WAY PLANS 80 13.13 WAIVER 80 13.14 DISPUTES 80 13.15 NO RELEASE OR WAIVER 81 13.15.1 Extension of Time for Performance 81 13.15.2 No Change Order Based on Course of Conduct or Order by Unauthorized Person 81 14.0 SUSPENSION OF WORK 82 14.1 SUSPENSION FOR CONVENIENCE 82 14.2 SUSPENSION FOR CAUSE 82 14.3 CONTRACTOR RESPONSIBILITIES DURING SUSPENSION 82 15.0 TERMINATION FOR CONVENIENCE 83 15.1 NOTICE OF TERMINATION 83 15.2 CONTRACTOR RESPONSIBILITIES UPON TERMINATION 83 15.3 RESPONSIBILITY AFTER NOTICE OF TERMINATION 84 15.4 NEGOTIATED TERMINATION SETTLEMENT 84 15.4.1 Settlement Proposal 84 15.4.2 Negotiated Settlement Amount 85 15.5 DETERMINATION OF SETTLEMENT AMOUNT IF NEGOIIA'I'IONS FAIL 85 15.5.1 Payment Amount 85 15.5? Maximum Compensation 86 15.5.3 Excluded Items 87 15.5.4 Payment of Termination Amount 87 15.6 PARTIAL TERMINATION 87 15.7 REDUC'I'ION IN AMOUNT OF CLAIM 87 15.8 PARTIAL PAYMENTS 87 15.9 INCLUSION IN SUBCONTRACIS 88 15.10 LIMITATION ON PAYMENTS TO SUBCONTRACTOR 88 15.1 1 NO UNEARNED PROFITS OR CONSEQUENTIAL DAMAGES 88 15.12 No WAIVER 88 15.13 DISPUTE RESOLUTION 88 15.14 ALLOWABILITY OF COSTS 88 15.15 SUSPENSION OF WORK 88 15.16 TERMINATION DUE 'I O NON -APPROPRIATION OF FUNDS 89 15.16.1 Availability of Funds 89 15.16.2 Anticipated Appropriations 89 15.16.3 Remedy for Failure to Appropriate 89 6 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 16.0 DEFAULT 90 16.1 DEFAULT BY CONTRACTOR 90 16.1.1 Events of Default 90 16.1.2 Right to Cure 91 16.2 REMEDIES 91 16.2.1 Rights of the County 91 /6.2.2 Liability of Contractor 93 16.3 RIGHT TO STOP WORK IF UNDISPUTED PAYMENT IS NOT MADE 94 16.4 NOTICE AND OPPORTUNITY TO CURE OTHER TYPES OF COUNTY BREACHES 94 17.0 DAMAGES 95 17.1 LIQUIDATED DAMAGES 95 17.1.1 Failure to Meet Contract Requirements 95 /7.1.2 Reasonableness of Liquidated Damage Amounts 95 17.2 WAIVER 96 17?.1 No Waiver 96 17.3 PAYMENT OF LIQUIDATED DAMAGES 96 18.0 INDEMNIFICATION 97 18.1 INDEMNIFICATIONS BY CONTRACTOR 97 18.1.1 General Indemnities 97 18.1.2 Design Defects 98 18.1.3 Losses Due to Negligence gflndemnified Parties 98 18.1.4 Claims by Employees 98 18.1.5 Reliance on Contractor's Performance 98 18.1.6 Indemnities in Connection with Utilities 98 18.2 RESPONSIBILITY OF COUNTY FOR CERTAIN HAZARDOUS SUBSTANCES 99 18.2.1 Pre -Existing Site Contamination 99 18.2.2 Generator Number for Hazardous Waste Remediation 99 18.3 No EFFECT ON OTHER RIGHTS 100 18.4 COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY Act AGREEMENT 100 18.5 INTENT OF INDEMNITY FOR BREACH OF CONTRACT 100 19.0 PARTNERING, CLAIMS FOR ADJUSTMENT AND DISPUTES 101 19.1 PARTNERING 101 19.2 DISPUTE RESOLUTION; GENERAL PROVISIONS 101 /9.2.1 Mandatory Nature of Process 101 19.2.2 Disputes; Disputes Governed by this Section; Priorities; Disputes Involving Utility Owners 101 /9.2.3 Overview of Process 102 19.2.4 Continuation of Work 102 19.2.5 Notice and Record Keeping for Disputes 102 19.2.6 Monthly Settlement Negotiations 102 19.2.7 Claim Requirements 102 20.0 ACCEPTANCE OF PROJECT 104 20.1 PROJECT COMPLETION 104 20.1.1 Notice by Contractor 104 20.1.2 Correction of Defects 104 20.1.3 Conditions to Affidavit of Final Completion 105 20.1.4 Inspection and Issuance of Notice of Final Acceptance 106 7 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 20.2 OVERPAYMENTS; NO RELIEF FROM CONTINUING OBLIGATIONS 106 20.3 OPENING OF SECTIONS OF PROJECT TO TRAFFIC 107 20.3.1 Plan.* Opening to Traffic 107 20.3.2 Direction to Open Following Contractor Failure to Per form 107 20.3.3 No Waiver 107 20.3.4 Replacement of Performance Bond 107 20.4 LANDSCAPE ACCEPTANCE 107 20.5 ASSIGNMENT OF CAUSES OF ACTION 107 21.0 WARRANTIES 109 21.1 WARRANTIES BY CONTRACTOR 109 21.1.1 Project Warranties 109 21.1.2 Transfer of Title 109 21.1.3 Project Warranty Term 109 21.1.4 Corrective Work 110 21.1.5 Costs of Correction of Work 110 21.2 WARRANTY OF CORRECTED WORK 110 21.3 SUBCONTRACTOR WARRANTIES 110 21.3.1 Assignment 110 21.3.2 Enforcement 111 21.4 No LIMITATION OF LIABILITY 111 21.5 WARRANTY BENEFICIARIES 111 21.6 REMEDIES FOR BREACH OF WARRANTY 111 21.7 DISPUTES 112 22.0 DOCUMENTS AND RECORDS 113 22.1 ESCROWED PROPOSAL DOCUMENTS 113 77.1./ Review of Escrowed Proposal Documents 113 22.1.2 Property of Contractor 113 22.1.3 Representation and Warranty 114 22.1.4 Contents of Escrowed Proposal Documents 114 22.1.6 Review by the County 115 22.1.7 Confidentiality 115 22.2 SUBCONTRACTOR PRICING DOCUMENTS 115 22.3 PROJECT RECORDS 115 22.3.1 Maintenance of Records 115 22.3.2 Audit and Inspection Rights 115 22.3.3 Audit of Time and Materials Work 116 22.3.4 Change Order Pricing Data 116 22.3.5 Claims Audits 116 22.4 RETENTION OF RECORDS 117 22.5 COLORADO OPEN RECORDS ACT 1 1 8 22.5.1 Applicability of Act 118 22.5.2 Confidential Materials 118 22.5.3 Contractor to Defend Against Disclosure Request 118 22.5.4 Cooperation with the County Regarding Colorado Open Records Act Requests 118 8 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 23.0 COOPERATION AND COORDINATION WITH OTHERS 119 23.1 COOPERATION WITH OTHER CONTRACTORS 119 23.2 INTERFERENCE BY OTHER CONTRACTORS 119 24.0 MISCELLANEOUS PROVISIONS 120 24.1 AMENDMENTS 120 24.2 WAIVER 120 24.2.1 No Waiver of Subsequent Rights 120 24.2.2 Custom Does not Constitute Waiver 120 24.2.3 Waivers Must be in Writing 120 24.3 SUCCESSORS AND ASSIGNS 120 24.3.1 Assignment by County 120 24.3.2 Assignment by Contractor 121 24.4 DESIGNA'I ION OF, AND COOPERA'T'ION WITH REPRESEN'T'ATIVES 121 24.4.1 Designation of Representatives 121 24.4.2 Cooperation 121 24.5 GRATUITIES 121 24.6 SURVIVAL 121 24.7 LIMITATION ON THIRD -PARTY BENEFICIARIES 122 24.8 NO PERSONAL LIABILITY 122 24.9 NOTICES AND COMMUNICATIONS 122 24.9.1 Delivery of Notices 122 24.9.2 Receipt of Notices 123 24.9.3 Copies of Correspondence to County 123 24.10 FURTHER ASSURANCES 123 24.11 SEVERABILITY 123 24.12 HEADINGS 124 24.13 GOVERNING LAW 124 24.14 COMPLIANCE WFI'H LAW 124 24.15 ENTIRE AGREEMENT124 24.16 COUNTERPARTS 124 24.17 BINDING ARBITRATION PROHIBITED 124 24.18 BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY APPROVAL 124 24.19 CHOICE OF LAW/JURISDICTION 124 24.20 GOVERNMENTAL IMMUNITY 125 24.21 EMPLOYEE FINANCIAL IN'T'EREST/CONFLICT OF INTEREST -C.R.S. §§24-18-201 El' SEQ. AND §24-50-507 .125 24.22 PUBLIC CONTRACTS FOR SERVICES C.R.S. §8-17.5-101 125 24.23 ACKNOWLEDGMENT 126 EXHIBITS Exhibit A Acronyms and Definitions Exhibit B Form P — Completion Deadlines Exhibit C Form I — Key Personnel Exhibit D Insurance Requirements Exhibit E Certification Statement Exhibit F Letter of Vested Interest Exhibit G Exhibit H Exhibit I ATC Submittal RFP Submittal BAFO Submittal 9 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit J Form N —Payment Bond Exhibit K Form O — Performance Bond Exhibit L Weld County Forms ❑ Notice of Award (Example) ▪ Notice to Proceed (Example) ❑ Change Order Form (Example) ❑ Force Account — Minor Contract Revision Form (Example) ❑ Force Account — Accesses Form (Example) ❑ Force Account —Utility Relocation Form (Example) ❑ Certitificate of Substantial Completion (Example) ❑ Lien Waiver for General Contractor (Example) Lien Waiver for Subcontractors (Example) o Notice of Acceptance (Example) 10 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract THIS Design/Build Contract is entered into this Nhay of Bch , 2015, by and between the Weld County Board of County Commissioners, on behalf of Weld County, Colorado, hereinafter referred to as the "County", and Interstate Highway Construction, Inc., 7135 South Tucson Way, Englewood, CO 80112, a Michigan Corporation Licensed to do business in the State of Colorado ("Contractor"), with reference to the definitions contained in Exhibit A hereto and the following: RECITALS 1. The Project involves Weld County Road 49 ("WCR 49") between US 34 at the north end and I-76 at the south end. WCR 49 is a major north -south thoroughfare in Weld County that is increasingly used for residential, commericial, and industrial traffic. WCR 49 is also a major farming area to market north -south transporation of agricultural products. 2. The purpose of the project is to expand approximately twenty miles of WCR 49 from a two lane asphalt roadway to a five lane concrete roadway. 3. In addition to expansion and paving of the roadway, key elements of the Project include coordination of design and relocation of utilities, coordination of hydrocarbon pipelines and facilities, coordination of irrigation ditches and facilities, construction phasing, property acquisition, drainage control, implementation of the access control plan, and community outreach. NOW, THEREFORE, in consideration of the sums to be paid to the Contractor by the County, the foregoing premises and the covenants and agreements set forth herein, the parties hereto agree as follows: 11 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1.0 CONTRACT COMPONENTS; INTERPRETATION OF CONTRACT DOCUMENTS 1.1 Certain Definitions Exhibit A hereto contains the meaning of various terms used in the Contract Documents. 1.2 Contract Documents The term "Contract Documents" shall mean the documents listed in Section 1.3, including all exhibits thereto. 1.3 Order of Precedence Each of the Contract Documents is an essential part of the Contract, and a requirement occurring in one is as binding as though occurring in all. The Contract Documents are intended to be complementary and to describe and provide for a complete Contract. In the event of any conflict among the Contract Documents, the order of precedence shall be as set forth below: 1. Book 1, as executed by the County and the Contractor, including all exhibits and Addendums (Design/Build Contract). 2. Book 2, (Technical Requirements, including all Appendices, Addendums, and Exhibits (Technical Requirements). 3. Book 3 (Applicable Standards, Data and Reports) 4. Book 4 (Contract Drawings) 5. The Proposal Documents, to the extent that they meet or exceed the requirements of the other Contract Documents. In other words, if the Proposal Documents include statements that can reasonably be interpreted as offers to provide higher quality items than otherwise required by the Contract Documents, or to perform services in addition to those otherwise required or otherwise contain terms which are more advantageous to the County than the requirements of the other Contract Documents, the Contractor's obligations hereunder shall include compliance with all such statements, offers, and terms. The Proposal Documents include, but are not limited to, the Contractor's written responses to the Request for Qualifications and the Request for Proposals, the Contractor's Best and Final Offer, the Contractor's written responses to questions discussed at any interview, and any official written communication (mail, email, or otherwise) between the Contractor and the County during the procurement process. Notwithstanding the foregoing, in the event of conflicting requirements involving any requirement within a Book or a reference contained within a Book of the Contract Documents, the County shall have the right to determine, in its sole discretion, which requirement(s) apply. The Contractor shall request the County's determination respecting the order of precedence among conflicting provisions promptly upon becoming aware of any such conflict. 12 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1.4 Book 5 - Reference Documents The documents included in the Reference Documents are for information only and are not Contract Documents to be relied upon by the Contractor except to the extent specifically provided by the Contract Documents (excluding the Proposal Documents). Cross-references in the Contract Documents to the Reference Documents do not incorporate the Reference Documents or portions of the Reference Documents as Contract Documents or requirements, except to the extent that specific Reference Documents have been specifically incorporated into the Contract Documents (excluding the Proposal Documents). 1.5 Interpretations in the Contract Documents, where appropriate: 1. The singular includes the plural and vice versa; 2. References to statutes or regulations include all statutory or regulatory provisions consolidating, amending, or replacing the statute or regulation referred to, regardless of when such amendments were enacted; 3. Words such as "herein," "hereof," and "hereunder" refer to the entire document in which they are contained and not to any particular provision or section; 4. Words not otherwise defined that have well-known technical or construction industry meanings are used in accordance with such recognized meanings; 5. References to Persons include their respective permitted successors and assigns and, in the case of Governmental Persons, Persons succeeding to their respective functions and capacities; and 6. Words of any gender used herein include each other gender where appropriate. Unless otherwise specified, lists contained in the Contract Documents defining the Project or the Work shall not be deemed all-inclusive. The Contractor acknowledges and agrees that it had the opportunity and obligation, prior to submission of its Proposal, to review the Contract Documents and to bring to the County's attention any conflicts or ambiguities contained therein. The Contractor further acknowledges and agrees that it has independently reviewed the Contract Documents with legal counsel, and that it has the requisite experience and sophistication to understand, interpret and agree to the particular language of the Contract Documents. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of the Contract Documents, the Contract Documents shall not be construed against the Person that prepared them. The County's final answers to the questions posed during the proposal process for the Contract shall be incorporated into the Addendums and shall be included as part of Book 2. 13 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1.6 Referenced Standards, Codes, or Criteria Except as otherwise specified in the Contract Documents, or otherwise directed by the County, references to standards, codes, or criteria, or to the latest version of standards, codes, or criteria, shall mean the latest version in effect on the Proposal Due Date. 1.7 Omission of Details; Clarification by the County Neither the Contractor nor the County shall take advantage of any apparent Error in the Contract. Should it appear that the Work to be done or any matter relative thereto is not sufficiently detailed or explained in the Contract Documents, the Contractor shall apply to the County in writing for such further written explanations as may be necessary and shall conform to the explanation provided. The Contractor shall promptly notify County of all Errors which it may discover in the Contract Documents, and shall obtain specific instructions in writing regarding any such Error before proceeding with the Work affected thereby. The fact that the Contract Documents omit or mis-describe any details of any Work which are necessary to carry out the intent of the Contract Documents, that are customarily performed under similar circumstances, shall not relieve the Contractor from performing such omitted Work or mis-described details of the Work, and they shall be performed as if fully and correctly set forth and described in the Contract Documents, without entitlement to a Change Order hereunder except as specifically allowed under Section 13. 1.8 Computation of Periods References to "days" or "Days" contained in the Contract Documents shall mean Calendar Days unless otherwise specified, provided that if the date to perform any act or give any notice specified in the Contract Documents (including the last date for performance or provision of notice "within" a specified time period) falls on a non -Working Day, such act or notice may be timely performed on the next succeeding day which is a Working Day. Notwithstanding the foregoing, requirements contained in the Contract Documents relating to actions to be taken in the event of an emergency, requirements contained in Section 5.3 and any other requirements for which it is clear that performance is intended to occur on a non -Working Day, shall be required to be performed as specified, even though the date in question may fall on a non -Working Day. 1.9 Standard for Approvals In all cases where approvals, acceptances or consents are required to be provided by the County or the Contractor hereunder, such approvals, acceptances or consents shall not be withheld unreasonably except in cases where a different standard (such as sole discretion) is specified, and shall not be unreasonably delayed if no response time is specified. In cases where sole discretion is specified, the decision shall not be subject to dispute resolution hereunder. 14 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1.10 Contact Information County Project Managers Don Dunker, P.E. Clay Kimmi, P.E. Cameron Parrott, P.E. 970-397-6288 (cell) 970-304-6496 x 3749 (office) 970-381-7977 (cell) 970-304-6496 x 3741 (office) 970-397-1305 (cell) 970-304-6496 x 3745 (office) THC Design Build Manager Greg Frazee 970-381-1743 (cell) 15 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 2.0 OBLIGATIONS OF CONTRACTOR 2.1 Performance Requirements 2.I.I Performance of Work All materials, services and efforts necessary to achieve Project Completion and Final Acceptance on or before the applicable Completion Deadlines shall be the Contractor's sole responsibility, except as otherwise expressly provided in the Contract Documents. Subject to the terms of Section 13, the costs of all such materials, services and efforts are included in the Contract Price. 2.1.2 Performance Standards The Contractor shall furnish the design of the Project and all engineering services required therefore in accordance with the skill, prudence, judgment and diligence as like situated members of the engineering profession commonly possess and exercise (but at least meeting the terms, conditions and requirements of the Contract Documents), and shall construct the Project as designed, in a good and workmanlike manner, free from defects, and in accordance with the terms and conditions set forth in the Contract Documents. 2.1.3 Performance as Directed At all times during the term hereof, including during the course of and notwithstanding the existence of any dispute, the Contractor shall perform as directed by the County in a diligent manner and without delay, shall abide by the County's decision or order, and shall comply with all applicable provisions of the Contract Documents. If a dispute arises regarding such performance or direction, the dispute shall be resolved in accordance with Section 19. 2.2 General Obligations of Contractor The Contractor, in addition to performing all other requirements of the Contract Documents, shall: 1. Furnish all design and other services, provide all materials and labor and undertake all efforts necessary or appropriate (excluding only those services, materials and efforts which the Contract Documents specify will be undertaken by other Persons): (i) to construct the Project and maintain it during construction in accordance with the requirements of the Contract Documents, including the Contract Schedule, all Legal Requirements, all Governmental Approvals, the Quality Management Plan, the Traffic Management Plan, the Safety Management Plan, the Public Information Plan, and Approved Alternative Technical Concept (ATC), and all other applicable safety, environmental, licensing and other requirements, taking into account the Right -of -Way (ROW) Plans and other constraints affecting the Project, so as to achieve Project Completion and Final Acceptance by the applicable Completion Deadlines; and (ii) otherwise to do everything required by and in accordance with the Contract Documents. 16 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 2. At all times provide a Contractor Design -Build Project Manager, Approved by the County, who: (i) will have full responsibility for the prosecution of the Work; (ii) will act as agent and be a single point of contact in all matters on behalf of the Contractor; (iii) will be present (or his Approved designee will be present) at the Site at all times that Work is performed; and (iv) will have authority to bind the Contractor on all matters relating to the Project. 3. Provide a Key Personnel who is a registered licensed professional engineer in the State of Colorado who is in responsible charge of the construction Work. 4. Obtain all Governmental Approvals (other than Approvals agreed to be obtained by the County), and specifically including any Governmental Approvals required to implement any Approved ATCs, and Additional Requested Elements (AREs) incorporated into the Contract Documents. 5. In addition to the ATCs, comply with all ATC Conditions specified by the County in its Approval. 6. Comply with all conditions imposed by and undertake all actions required by and all actions necessary to maintain in full force and effect, all Governmental Approvals, including implementation of all environmental mitigation measures required by the Contract Documents, except to the extent that such responsibility is expressly assigned in the Contract Documents to another Person. 7. Provide such assistance as is reasonably requested by the County in dealing with any Person and/or in prosecuting and defending lawsuits in any and all matters relating to the Project, which may include providing information and reports regarding the Project, executing declarations and attending meetings and hearings, but which shall in no event be deemed to require the Contractor to provide legal services. 8. Comply with all requirements of all applicable Legal Requirements, including: (i) the Environmental Laws, including all environmental mitigation and monitoring measures required for the Project, including those set forth in Book 2, Section 5, and requirements regarding the handling, generation, treatment, storage, transportation and disposal of Hazardous Substances; and (ii) the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. § 12101 et seq., including any amendments, as well as all applicable regulations and guidelines. 9. Cooperate with the County and Governmental Persons with jurisdiction over the Project in the review and oversight of the Project and other matters relating to the Work. 10. Pay third parties as required by the Contract Documents, including but not limited to, payments to Utility Owners, hydrocarbon pipeline owners, irrigation facility owners, or Railroad companies, if any. 11. Supervise and be responsible to the County for acts and omissions of all Contractor - Related Entities, as though the Contractor directly employed all such Persons. 12. Mitigate delay to the Project and mitigate damages due to delay in all circumstances, to the extent possible, including by resequencing, reallocating or redeploying the Contractor's forces to other elements of the Project or to other work, as appropriate. 17 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13. Pay all applicable federal, State, and local sales, consumer, use, and similar taxes, property taxes and any other taxes, fees, charges, or levies imposed by a Governmental Person, whether direct or indirect, relating to or incurred in connection with the performance of the Work. 2.3 Representations, Warranties, and Covenants The Contractor represents, warrants, and covenants for the benefit of the County as follows: 2.3.1 Maintenance of Professional Qualifications The Contractor and any design Subcontractor(s) have maintained, and throughout the term of the Contract and any design Subcontract(s) shall maintain, all required authority, license status, professional ability, skills and capacity to perform the Work, and shall perform them in accordance with the requirements of the Contract Documents. 2.3.2 Evaluation of Constraints The Contractor has evaluated the constraints affecting delivery of the Project, including the ROW Plans and the Basic Configuration, as well as the conditions of the Environmental Approvals, and the Project can be delivered within such constraints. This Section is subject to the terms of Section 2.4.3. (Necessary Design Change). 2.3.3 Feasibility of Performance The Contractor has evaluated the feasibility of performing the Work within the time specified herein and for the Contract Price, such performance (including achievement of Project Completion and Final Acceptance by the applicable Completion Deadlines, for the Contract Price) is feasible and practicable. 2.3.4 Review of Site Information The Contractor has, prior to submitting its Proposal, in accordance with prudent and generally accepted engineering and construction practices, reviewed the boring logs provided by Weld County in the reference documents inspected and examined the Site and surrounding locations, and undertaken other appropriate activities sufficient to familiarize itself with surface conditions and subsurface conditions affecting the Project, to the extent the Contractor deemed necessary or advisable for submittal of a Proposal. As a result of such review, inspection, examination and other activities, the Contractor is familiar with and accepts the physical requirements of the Work. The Contractor acknowledges and agrees that changes in conditions at the Site may occur after the Proposal Due Date, and that the Contractor shall not be entitled to any Change Order in connection therewith except as specifically permitted under Section 13. Before commencing any Work on a particular aspect of the Project, the Contractor shall verify all governing dimensions and conditions at the Site and shall examine all adjoining work, which may have an impact on such Work. The Contractor shall be responsible for ensuring that the Design Documents and Construction Documents accurately depict all governing and adjoining dimensions and conditions. 18 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 2.3.5 Governmental Approvals The Contractor has no reason to believe that any Governmental Approval required to be obtained by the Contractor will not be granted in due course and thereafter remain in effect so as to enable the Work to proceed in accordance with the Contract Documents. If any Governmental Approvals required to be obtained by the Contractor must formally be issued in the name of the County, the Contractor shall undertake all efforts to obtain such approvals, subject to the County's reasonable and timely cooperation with the Contractor, including execution and delivery of appropriate applications and other documentation in forms Approved by the County. The Contractor shall assist the County in obtaining any Governmental Approvals which the County may be obligated to obtain, including providing information requested by the County and participating in meetings regarding such approvals. 2.3.6 Progression of Work The Contractor shall at all times schedule and direct its Work to provide an orderly progression of the Work to achieve Completions and Final Acceptance by the applicable Completion Deadlines and in accordance with the Contract Schedule, including furnishing such employees, materials, facilities and equipment and working such hours (including extra shifts, overtime operations, non -Working Days) as may be necessary to achieve such goals, all at the Contractor's own expense, except as otherwise specifically provided in Section 13. 2.3.7 Employee Performance Requirements All employees shall have the skill and experience and any licenses or certifications required to perform the Work assigned to them. If the County determines in its sole discretion that any Person employed by the Contractor or by any Subcontractor is not performing the Work properly and skillfully, then, at the written request of the County, the Contractor or such Subcontractor shall remove such Person and such Person shall not be re-employed on the Project without the prior written approval of the County. If the Contractor or the Subcontractor fails to remove such Person(s) or fails to furnish skilled and experienced personnel for the proper performance of the Work, then the County may, in its sole discretion, suspend the affected portion of the Work by delivery of written notice of such suspension to the Contractor. Such suspension shall in no way relieve the Contractor of any obligation contained in the Contract Documents or entitle the Contractor to a Change Order. 2.3.8 Design and Engineering Personnel All design and engineering Work furnished by the Contractor shall be performed by or under the supervision of Persons licensed to practice architecture, engineering or surveying (as applicable) in the State, and by personnel who are careful, skilled, experienced and competent in their respective trades or professions, who are professionally qualified to perform the Work in accordance with the Contract Documents, and who shall assume professional responsibility for the accuracy and completeness of the Design Documents, Released for Construction Documents, Field Design Change Documents and As -Built Documents prepared or checked by them. 19 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 2.3.9 Organization The Contractor is a Michigan_Corporation duly organized and validly existing under the laws of the State of Colorado, with all requisite power to own its properties and assets and carry on its business as now conducted or proposed to be conducted in the State of Colorado. The Contractor is duly qualified to do business, and is in good standing, in the State of Colorado, and will remain in good standing throughout the term of the Contract and for as long thereafter as any obligations remain outstanding under the Contract Documents. 2.3.10 Authorization The execution, delivery, and performance of the Contract have been duly authorized by all necessary actions of the Contractor, and, if applicable, the Contractor's members, and will not result in a breach or a default under the organizational documents of any such Person or any indenture, loan, credit agreement, or other material agreement or instrument to which any such Person is a party or by which its properties and assets may be bound or affected. 2.3.11 Legal, Valid, and Binding Obligation The Contract constitutes the legal, valid, and binding obligation of the Contractor and, if applicable, of each member of the Contractor. 2.4 Requirements Regarding Basic Configuration and Contract Drawings 2.4.1 Obligation to Review Contract Drawings Before commencing any design or construction Work in an area, the Contractor shall review the design contained in the Contract Drawings for constructability and shall notify the County in writing of any errors, omissions, inconsistencies or other defects in such design affecting constructability. If, after the start of any design or construction Work, the Contractor becomes aware of any such error, omission, inconsistency or other defect in the Contract Drawings, the Contractor shall immediately notify the County of the same. 2.4.2 Required Approvals If it is necessary to modify the Basic Configuration, any Contract Drawings/ROW Plans in order to correct any errors, omissions, inconsistencies or other defects, the Contractor shall first obtain the County's and any third party's written Approvals, where applicable, prior to commencing any related Work. 2.4.3 Necessary Design Change If it is necessary, in the County's sole determination to modify the Basic Configuration, any Contract Drawings/ROW Plans in order to correct an error, omission, inconsistency or other defect therein, and such modification increases the cost and/or time to perform the Work, the Contractor shall be entitled to an increase in the Contract Price and/or an extension of the Completion Deadlines, excluding any costs and/or time that could have been avoided by the Contractor and subject to the requirements and limitations of Section 13; provided, however, the 20 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Contractor shall not be entitled to an increase in the Contract Price or an extension of the Completion Deadlines in connection with errors, omissions, inconsistencies or other defects related to modifications of the Contract Drawings/ROW Plans as the result of Approved ATCs. If it is necessary to modify the Basic Configuration, the Contract Drawings/ROW Plans in order to correct an error, omission, inconsistency or other defect therein, and such modification decreases the cost and/or time to perform the Work, the Contract Price and/or Completion Deadlines shall be decreased accordingly. Any such change described in this Section 2.4.3, as Approved under Section 2.4.2, shall be referred to herein as a "Necessary Design Change" (with the understanding that a change shall be deemed "necessary" only if the error, omission, inconsistency or other defect creates a problem which cannot reasonably be corrected without a change in the Basic Configuration, the Contract Drawings/ROW Plans, as appropriate). 2.5 Design Documents The Contractor shall furnish the Design Documents to the County and shall obtain the County's Acceptance of the Final Design Documents as specified in Book 2, Section 3 — Quality Management. The Contractor shall construct the Project in accordance with the Final Design Documents. The Final Design Documents may be changed only with the County's Approval of Field Design Change Documents or through County -Directed Changes. Such Approval(s) shall be timely considered and shall not be unreasonably withheld. 21 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 3.11 INFORMATION SUPPLIED TO CONTRACTOR; RESPONSIBILITY FOR DESIGN; DISCLAIMER 3.1 Information Supplied The County has made available to the Contractor information, which is described in the Contract Documents and certain Reference Documents regarding the Project, and has allowed the Contractor access to the Site for purposes of inspection and testing. 3.2 Responsibility for Design The Contractor agrees that it has full responsibility for the design of the Project and that the Contractor shall furnish the design of the Project, regardless of the fact that certain conceptual design work occurred and was provided to the Contractor prior to the date of execution of the Contract. The Contractor specifically acknowledges and agrees that: 1. AREs approved by the County and included in Contractor's Proposal and Approved ATCs (including conditions specified by the County in its Approval) are incorporated into and are a part of the Basic Configuration. 2. The Basic Configuration is preliminary and conceptual in nature. 3. The Contractor is not entitled to rely on and has not relied on: (i) the Reference Documents; or (ii) any other documents or information provided by the County, except to the extent specifically permitted in the Contract Documents. 4. The Contractor is responsible for correcting any Errors in the Basic Configuration through the design and/or construction process as set forth in Book 2 without any increase in the Contract Price or extension of a Completion Deadline, subject only to the right to a Change Order for a Necessary Design Change. 5. The Contractor's Warranties and indemnities hereunder cover Errors in the Project even though they may be related to Errors in the Basic Configuration or Reference Documents, subject to the terms of Section 2.4.3. 3.3 Disclaimer 3.3.1 No Liability Regarding Reference Documents The Contractor understands and agrees that the County shall not be responsible or liable in any respect for any loss, damage, injury, liability, cost or cause of action whatsoever suffered by any Contractor -Related Entity by reason of any use of any information contained in the Reference Documents or any action or forbearance in reliance thereon, except to the extent that the County has specifically provided in the Contract Documents that the Contractor shall be entitled to an increase in the Contract Price and/or extension of a Completion Deadline with respect to such matter. The Contractor further acknowledges and agrees that: (i) if and to the extent the Contractor or anyone on the Contractor's behalf uses any of said information in any way, such 22 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract use is made on the basis that the Contractor, not the County, has approved and is responsible for said information; and (ii) the Contractor is capable of conducting and obligated hereunder to conduct any and all studies, analyses and investigations as it deems advisable to change, recreate, verify or supplement said information, and that any use of said information is entirely at the Contractor's own risk and at its own discretion. 3.3.2 No Representation or Warranty Regarding Basic Configuration and Reference Documents THE COUNTY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION CONTAINED IN THE BASIC CONFIGURATION AND REFERENCE DOCUMENTS IS EITHER COMPLETE OR ACCURATE OR THAT SUCH INFORMATION CONFORMS TO THE REQUIREMENTS OF THE CONTRACT DOCUMENTS. THE FOREGOING SHALL IN NO WAY AFFECT THE COUNTY'S AGREEMENT HEREIN TO ISSUE CHANGE ORDERS IN ACCORDANCE WITH SECTION 13. 3.4 Professional Licensing Laws The County does not intend to contract for, pay for, or receive any design services that are in violation of any professional licensing laws, and by execution of the Contract, the Contractor acknowledges that the County has no such intent. It is the intent of the parties that the Contractor is fully responsible for furnishing the design of the Project, although the fully licensed design firm(s) or individuals designated herein will perform the design services required by the Contract Documents. Any references in the Contract Documents to the Contractor's responsibilities or obligations to "perform" the design portions of the Work shall be deemed to mean that the Contractor shall "furnish" the design for the Project. The terms and provisions of this Section 3.4 shall control and supersede every other provision of the Contract Documents. 23 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 4.0 TIME WITHIN WHICH PROJECT SHALL BE COMPLETED; SCHEDULING 4.1 Time of Essence Time is of the essence of the Contract. 4.2 Notices to Proceed 4.2.1 Issuance of Notice -to -Proceed 1 (2015) The Contractor shall begin performance of certain limited Work as directed and described in Notice -to -Proceed 1 (NTPI) issued by the County. The amount to be paid to the Contractor for Work performed pursuant to NTP 1 shall not exceed the maximum amount payable for NTP1 as outlined in Book 2, Section 2.1.2. The County shall issue NTP 1 upon Acceptance of the Initial Schedule ill accordance with Book 2, Section 2 (Project Management) and Approved Quality Management Plan (QMP) in accordance with Book 2, Section 3 (Quality Management). The Contractor shall submit the QMP for design -related work to Weld County for approval prior to commencing any design -related work for NTP1. The entire QMP for all remaining work on the Project must have Weld County's approval before commencing any construction -related work for NTP1 or subsequent NTPs. The Contractor shall fully implement the approved QMP. Within ten Working Days after Contractor's submittal of the Initial Schedule to the County, the County shall either accept the Initial Schedule and issue NTP1 or provide Contractor with reasons why it is unable to Accept the Initial Schedule. In the event that the County fails to either Accept the Initial Schedule and issue NTPI or provide reasons why it is unable to Accept the Initial Schedule within ten Working Days after Contractor's submittal of the Initial Schedule to the County, such delay thereafter shall constitute a the County -Caused Delay. 4.2.2 Issuance of Notice -to -Proceed 2 (2016) The Contractor shall begin performance of the remainder of the Work as directed and described in Notice -to -Proceed 2 (NTP2) issued by the County. The amount to be paid to the Contractor for Work performed pursuant to NTP2 shall not exceed the maximum amount payable for NTP2 as outlined in Book 2, Section 2.1.2. 4.2.3 Issuance of Notice -to -Proceed 3 (2017) The Contractor shall begin performance of the remainder of the Work as directed and described in Notice -to -Proceed 3 (NTP3) issued by the County. The amount to be paid to the Contractor for Work performed pursuant to NTP3 shall not exceed the maximum amount payable for NTP3 as outlined in Book 2, Section 2.1.2. 24 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 4.3 Completion Deadlines 4.3.1 Project Completion Deadline The Contractor shall achieve Project Completion within the deadline therefore set on Exhibit B. Said Deadline, as it may be extended hereunder, is referred to as the "Project Completion Deadline." 4.3.2 Final Acceptance Deadline The Contractor shall achieve Final Acceptance within 90 days after Project Completion Deadline. Said deadline for Final Acceptance, as it may be extended hereunder, is referred to as the "Final Acceptance Deadline." 4.3.3 No Time Extensions Except as otherwise specifically provided in this Section and Section 13, the County shall have no obligation to extend the Completion Deadline and the Contractor shall not be relieved of its obligation to comply with the Contract Schedule and Final Acceptance Deadline by the applicable Completion Deadline for any reason. 4.4 Contract Schedules The Contractor shall deliver the Work in accordance with the Contract Schedules, as described in Book 2, Section 2 (Project Management). Such schedules shall also be the basis for determining the amount of monthly progress payments to be made to the Contractor. 4.5 Recovery Schedule The Contractor shall submit a Recovery Schedule in accordance with Book 2, Section 2 (Project Management). All costs incurred by Contractor in preparing and achieving the Recovery Schedule shall be borne by Contractor and shall not result in a change to the Contract Price, except to the extent that a change in the Contract Price is permitted in accordance with Section 13. if a Recovery Schedule would be required in order to meet a Completion Deadline due to an event which is the County's responsibility as described in Section 13.3.1.2, the County shall have the right in its sole discretion to decide whether to allow a time extension (with no extended overhead or other delay or disruption damages payable except as provided in Section 13.5.2) or to require implementation of the Recovery Schedule without such time extension. In such event Contractor shall submit to the County at least two alternative Change Order forms, one of which shall include a Recovery Schedule and show the proposed Acceleration Costs associated with the Recovery Schedule, and the other of which shall provide for an extension of the Completion Deadline without any increase in the Contract Price except as provided in Sections 13.3.1.1 and 13.5.2. If the County elects to implement the Recovery Schedule in lieu of a time extension, the County shall issue a Change Order increasing the Contract Price to account for additional Acceleration Costs, if any. If it is not feasible to recover to the original Completion Deadline or 25 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract if Contractor believes that the costs associated with such a recovery are prohibitive, then the Contractor shall recommend a date to be shown in the alternative Change Order form. In the event that the Contractor fails to provide an Approved Recovery Schedule within 30 days from the Contractor's receipt of a notice to do so, the Contractor shall have no right to receive progress payments until such time as Contractor has prepared and the County has Approved such Recovery Schedule. 4.6 Prerequisites for Start of Construction The Contractor shall not start construction (or recommence construction following any suspension) of any portion of the Project until all the following events have been fully satisfied with respect to the Work proposed to be constructed. 1. The County has issued a construction NTP. 2. All Governmental Approvals necessary for construction of such portion of the Project have been obtained and all conditions of such Governmental Approvals that are a prerequisite to commencement of such construction have been performed. 3. All insurance policies and bonds required to be delivered to the County hereunder have been received and Accepted or Approved by the County as applicable and remain in full force and effect. 4. All necessary rights of access for such portion of the Project have been obtained. 26 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 5.0 CONTROL OF WORK 5.1 Control and Coordination of Work The Contractor shall be solely responsible for and have control over the construction means, methods, techniques, sequences, procedures, and Site safety, and shall be solely responsible for coordinating all portions of the Work under the Contract Documents, subject, however, to all requirements contained in the Contract Documents. 5.2 Safety The Contractor shall take all reasonable precautions and be solely responsible for the safety of, and shall provide protection to prevent damage, injury, or loss to, all persons on the Site or who would reasonably be expected to be affected by the Work, including individuals performing Work, employees of the County and its consultants, visitors to the Site and members of the public who may be affected by the Work. The Contractor shall at all times comply with its Safety Management Plan. The Contractor shall immediately notify the County if the Contractor believes that any Contract requirement creates a safety risk. 5.3 Process to be Followed for Discovery of Certain Site Conditions 5.3.1 Notification to the County If the Contractor becomes aware of: (i) any on -Site material that the Contractor believes may contain Hazardous Substances that is required to be removed or treated; (ii) any paleontological, cultural or biological resources; or (iii) any Differing Site Conditions, as a condition precedent to the Contractor's right to a Change Order, the Contractor shall immediately notify the County thereof by telephone or in person, to be followed by written notification as soon as practicable. The Contractor shall immediately stop Work in and secure the area. In such event, the County will view the location within two Working Days of receipt of notification, and will advise the Contractor at that time whether to resume Work or whether further investigation is required. Any delay resulting from the County viewing the location up to two Working Days shall not be considered a the County -Caused Delay. 5.3.2 Further Investigation The Contractor shall promptly conduct such further investigations as the County deems appropriate. Within five Working Days after its initial notice to the County, the Contractor shall advise the County of any action recommended to be taken regarding the situation in writing. If Hazardous Substances are involved, the notice shall describe the type of Remediation Work, if any, which the Contractor proposes to undertake with respect thereto. If paleontological, cultural, or biological resources are present, the notice shall advise the County what course of action the Contractor intends to take with respect thereto and whether the location should be fenced off or whether Work can resume. The County then will determine whether the Contractor's findings and proposed actions are acceptable and, in writing, either Approve, or require modification of, the Contractor's proposed actions. 27 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 5.3.3 Recommence Work The County shall have the right to require the Contractor to recommence Work in the area at any time, even though an investigation may still be ongoing (so long as such Work is not in violation of any Legal Requirements or Governmental Approvals). The Contractor shall promptly recommence Work in the area upon receipt of notification from the County to do so. On recommencing Work, the Contractor shall follow all applicable procedures contained in the Contract Documents and all other Legal Requirements with respect to such Work, consistent with the County's determination or preliminary determination regarding the nature of the material, resources, species or condition. 5.4 Obligation to Minimize Impacts The Contractor shall ensure that all of its Activities and the Activities of all Contractor -Related Entities are undertaken in a manner that will minimize the effect on surrounding property and the public to the maximum extent practicable. 5.5 Quality Management 5.5.1 Contractor Quality Management The Contractor shall perform the quality management necessary for the Contractor to comply with its obligations under the Contract Documents. 5.5.2 Oversight, Verification, Inspection, and Testing by the County and Others All materials and each part or detail of the Work shall also be subject to oversight, verification and testing by the County and other Persons designated by the County. Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents, or any of its Warranty obligations, by oversight, spot checks, audits, verifications, reviews, tests, inspections, acceptances or approvals performed by any Persons, or by any failure of any Person to take such action. The Contractor hereby consents to such oversight, inspection and testing. Upon request from the County, the Contractor shall furnish information to such Persons as are designated in such request and shall permit such Persons access to the Site and all parts of the Work. Oversight, verification, audit, inspection and/or testing do not make any Person who performs such oversight, verification, audit, inspection and/or testing a party to the Contract nor will it change the rights of the parties hereto. When any Utility Owner is to accept or pay for a portion of the cost of the Work, its respective representatives have the right to oversee, verify, audit, inspect and test the Work. 5.5.3 Obligation to Uncover Finished Work At all times before Final Acceptance, the Contractor shall remove or uncover such portions of the finished construction Work as directed by the County. After examination by the County, the Contractor shall restore the Work to the standard required by the Contract Documents. If the Work exposed or examined is not in conformance with the requirements of the Contract 28 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Documents, then the cost of uncovering, removing and restoring the Work and recovery of any delay to the Critical Path occasioned thereby shall be at the Contractor's expense and the Contract Price shall not be increased as a result. If Work exposed or examined under this Section 5.5.3 is in conformance with the requirements of the Contract Documents, then any delay in the Critical Path from uncovering, removing and restoring Work shall be considered a the County -Caused Delay, and the Contractor shall be entitled to a Change Order for the cost of such efforts and recovery of any delay to the Critical Path occasioned thereby, subject to the provisions of Section 13. Refer to Section 5.7 for provisions regarding payments owing by the Contractor to the County, if the County agrees (in its sole discretion) to Accept certain Nonconforming Work. 5.6 Effect of Oversight, Spot Checks, Verifications, Tests, Acceptances, and Approvals 5.6.1 Oversight and Acceptance The Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents, or any of its other obligations under the Contract Documents, by oversight, spot checks, verifications, reviews, tests, inspections, Acceptances, or Approvals by any Persons, or by any failure of any Person to take such action. The oversight, spot checks, verifications, audits, reviews, tests, inspections, Acceptances, and Approvals by any Person do not constitute Final Acceptance of the particular material or Work, or waiver of any legal or equitable right with respect thereto. The County may reject or require the Contractor to remedy any Nonconforming Work and/or identify additional Work which must be done to bring the Project into compliance with Contract requirements at any time prior to Final Acceptance, whether or not previous oversight, spot checks, verifications, audits, reviews, tests, inspections, Acceptances, or Approvals were conducted by any Person. 5.6.2 No Estoppel The County shall not be precluded or estopped by any measurement, estimate, or certificate made either before or after Final Acceptance and payment therefore, from making a determination that any such measurement, estimate or certificate is incorrectly made or untrue, or from showing the true amount and character of the work performed and materials furnished by the Contractor, or from making a determination that the work or materials do not conform in fact to the requirements of the Contract Documents. Notwithstanding any such measurement, estimate or certificate, or payment made in accordance therewith, the County shall not be precluded or estopped from recovering from the Contractor and its Surety(ies) such damages as the County may sustain by reason of the Contractor's failure to comply or to have complied with the terms of the Contract Documents. 5.7 Nonconforming Work 5.7.1 Rejection, Removal, and Replacement of Work Subject to the County's right, in its sole discretion, to Accept or reject Nonconforming Work, the Contractor shall remove and replace rejected Nonconforming Work so as to conform with the 29 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract requirements of the Contract Documents, at the Contractor's expense and without any time extension; and the Contractor shall promptly take all action necessary to prevent similar deficiencies from occurring in the future. The fact that the County may not have discovered the Nonconforming Work shall not constitute an Acceptance of such Nonconforming Work. If the Contractor fails to correct any Nonconforming Work within five days of receipt of notice from the County requesting correction (or, for Nonconforming Work which cannot be corrected within five days, if the Contractor fails to provide to the County a schedule for correcting any such Nonconforming Work Approved by the County within such five-day period, begin correction within such five-day period and thereafter diligently prosecute such correction in accordance with such Approved schedule to completion), then the County may cause the Nonconforming Work to be remedied or removed and replaced, and may deduct the cost of doing so from any moneys due or to become due the Contractor and/or obtain reimbursement from the Contractor for such cost. 5.7.2 Nonconforming Work Pay Adjustment The County may, in its sole discretion, Accept any Nonconforming Work without requiring it to be fully corrected, and shall be entitled to a pay adjustment (or reimbursement of a portion of the Contract Price, if applicable). In such event, the County shall be entitled to reimbursement of a portion of the Contract Price. Tn certain events, however, it may not be possible for the Nonconforming Work to be made to conform to the requirements of the Contract Documents, including, but not limited to, the Contractor's failure to perform required items during a required time period. Tn general, the pay adjustment (or reimbursement) shall equal, at the County's election: (i) the amount allocated to such Work in the Contract Schedule; (ii) the Contractor's cost savings associated with its failure to perform the Work in accordance with the Contract requirements; or (iii) the amount deemed appropriate by the County to provide compensation for impacts to affected parties such as future maintenance and/or other costs relating to the Nonconforming Work. In certain events, the County shall be entitled to a pay adjustment (or reimbursement) as expressly set forth elsewhere in the Contract Documents. Such reimbursement shall be deducted from future payments or, if future payments are insufficient to cover the amount owing, shall be payable to the County within 30 days after Contractor's receipt of an invoice therefore. 30 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 6.0 ACCESS TO SITE, UTILITY RELOCATIONS, ENVIRONMENTAL MITIGATION 6.1 Access to Site 6.1.1 Access to Right -of Way Identified on Right -of Way Plans 6.1.1.1 Obligation to Provide Access to Right -of -Way The County has identified certain ROW to be used for permanent improvements included in the Project (the "ROW Plans"), which are depicted in Book 4. The County will provide access to the ROW identified on the ROW Plans in accordance with Book 2, Section 8. 6.1.1.2 Right -of -Way Access Requirements Concurrently with review of the Original Baseline Schedule, the Contractor and the County shall discuss the access requirements for the ROW identified on the ROW Plans associated with the scheduled Activities. The Contractor and the County may agree to revise the ROW schedule set forth in Book 2, Section 8, Appendix B in writing and enter into a no -cost Change Order. The Contractor shall be provided access to those parcels identified on the ROW Plans in accordance with the ROW schedule or as modified by the parties. 6.1.1.3 Delay in Providing Access If the County at any time determines it will be unable to provide access to a particular parcel in accordance with the ROW schedule, the County shall notify the Contractor regarding the revised projected date for delivery of access. The Contractor shall take appropriate action to minimize any cost and time impact and shall work around such parcel until access can be provided, including rescheduling and re -sequencing Work so as to avoid any delay to the Project. Subject to Section 6.1.1.4, to the extent that a delay to the Critical Path cannot be avoided due to not providing access to a parcel(s) in accordance with the ROW schedule, such delay shall be considered a County -Caused Delay. 6.1.1.4 Obligation to Provide Written Notice In addition to the requirements of Section 6.1.1.3, and as a necessary condition for obtaining any increase in the Contract Price or extension of a Completion Deadline related to the County's delivery of access to the parcels identified on the ROW Plans, the Contractor shall provide the County written notice within three Working Days after receipt of a revised projected date if the lack of availability will result in an impact to the cost or schedule. 6.1.2 Access to Right -of -Way Not Identified on Right -of -Way Plans 6.1.2.1 Unidentified Right -of -Way as Result of a the County -Directed Change Any ROW not identified on the ROW Plans that is required as the result of a Necessary Design Change shall be the responsibility of the Contractor to obtain. 31 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 6.1.2.2 Right -of -Way Associated with Value Engineering Change Proposal The cost of obtaining any ROW not identified on the ROW Plans associated with a Value Engineering Change Proposal (VECP) will be included in determining the Contract Price adjustment under Section 12. 6.1.2.3 Preparation of Documents Contractor shall prepare all documents described in Book 2, Section 8 and shall deliver them to the County in sufficient time to allow review and Approval prior to the date the transfer is scheduled to occur. Additional requirements applicable to Contractor are set forth in Book 2, Section 8. 6.1.2.4 Reimbursement of County Costs The Contractor shall reimburse the County for any costs (including reasonable attorneys', accountants' and expert witness fees and costs) of acquiring any real property that is not the County's responsibility under Sections 6.1.1.1, 6.1.2.1 or 6.1.2.2 which the Contractor determines is necessary or advisable in order to complete the Project, including obtaining any Temporary Easements. The County may deduct such amounts from payments otherwise owing hereunder, or may invoice the Contractor. The Contractor shall reimburse the County for any such amounts paid by the County within ten days after receipt of an invoice from the County therefore. 6.1.2.5 Additional Requirements Additional requirements applicable to the Contractor are set forth in Book 2, Section 8. 6.1.3 Failure to Have Necessary Rights of Access if the Contractor enters any property in connection with the Project without having all necessary rights of access, the County may, in its sole discretion, obtain consent from the landowner. The Contractor shall be responsible for all costs incurred by the County as a result thereof, and for Liquidated Damages as described in Section 17.1. 6.2 Utility Relocations This Section 6.2 describes how the risk of increased costs and delays associated with the Utility Work is allocated between the County and the Contractor through the Change Order process, and contains certain additional terms relating to Utility Work to supplement those set forth in Book 2, Section 7.0. The Contractor agrees that: (i) the Contract Price covers all of the Utility Work to be furnished or performed by the Contractor described in Book 2, Section 7.0 and in this Section 6.2; and (ii) it is feasible to obtain and/or perform all necessary Utility Work (for both Public Utilities and Private Utilities) within the time deadlines of the Contract Documents. Per Addendum 15, Item 7, schedule delays due to relocations of utilities and/or oil/gas facilities are eligible for a change order increasing the contract time, but are not eligible for a change order increasing the contract price. Accordingly, the Contractor shall be entitled to receive a Change Order for additional costs and delays associated with the Utility Work only as permitted by this 32 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Section 6.2 or in circumstances for which such a Change Order is otherwise permitted under Section 13 (such as for County -Directed Changes which increase the Utility Work to be furnished or performed by the Contractor). A deductive Change Order for reductions in the Utility Work to be furnished or performed by the Contractor shall be issued only in circumstances for which a deductive Change Order is otherwise permitted under Section 13. Notwithstanding the foregoing, the Contractor's entitlement to any Change Orders pursuant to Section 13 relating to the Utility Work shall be subject to any applicable limitations and restrictions set forth in this Section 6.2, and the Contractor's entitlement to any Change Orders pursuant to this Section 6.2 shall be subject to the limitations, restrictions and procedures set forth in Section 13. 6.2.2 Reserved 6.2.3 Betterments and Requested Relocations Utility Betterments and Requested Relocations may be added to the Work pursuant to this Section 6.2.3 and Book 2, Section 7. 6.2.3.1 Procedure Any Utility Owners may request the County to permit the Contractor to perform work relating to Betterments or Requested Relocations as a part of the Work, at the Utility Owner's expense. If the County Approves any such request, the Contractor will have the obligation to perform such work, with the right to receive additional payment and, if applicable, an extension of the Completion Deadline as provided in Section 6.2.4.2. The price charged by the Contractor for such Betterment or Requested Relocation shall be either a lump sum amount negotiated with the Utility Owner or determined on a time and materials cost basis as specified below. Any extension of the Completion Deadline or Contract Price increase requested for any Betterment or Requested Relocation shall be subject to the requirements of Sections 6 and 13, as applicable. The County will Approve the addition of a Betterment or Requested Relocation to the scope of the Work under this Section 6 only if: (i) the Utility Owner has agreed to the addition of such Betterment or Requested Relocation to the Work; (ii) such Betterment is compatible with the Project; (iii) the Utility Owner has agreed to reimburse the Contractor for all the costs thereof; (iv) the Utility Owner has agreed as to the method (negotiated lump sum amount, or time and materials cost basis) of pricing such Work; and (v) it is feasible to separate the cost/pricing of the Betterment or Requested Relocation work from that for any related Utility Work being furnished or performed by the Contractor. The Contractor shall provide the County with such information, analyses and certificates as may be requested by the County in connection with its Approval. Any change in the scope of the Work pursuant to this Section 6.2.3 shall not be considered a County -Directed Change. 33 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 6.2.4 Utility Delays 6.2.4.1 Allocation of Risk If aggregate Utility Delays caused by an individual Utility Owner exceed 5 days, and the Completion Deadline is affected thereby, the Contractor may be entitled to an extension of the Completion Deadline as provided in Section 6.2.4.2. 6.2.4.2 Conditions to Extensions for Utility Delays With respect to each Utility Delay claimed by the Contractor, the Contractor shall not be entitled to any extension of the Completion Deadline unless all of the following conditions are satisfied: 1. The Contractor has provided evidence reasonably satisfactory to the County that: (i) the Contractor has fulfilled its obligation under the applicable Utility Relocation Agreement(s) to coordinate with the Utility Owner to prevent or reduce such delays; and (ii) the Contractor has otherwise made diligent efforts to obtain the timely cooperation of the Utility Owner but has been unable to obtain such timely cooperation. 2. If the Contractor is responsible for the Relocation, the Contractor has provided a reasonable Relocation plan to the Utility Owner and the Contractor has obtained, or is in a position to timely obtain, all applicable approvals, authorizations, certifications, consents, exemptions, filings, leases, licenses, permits, registrations, options, and/or rulings required by or with any Governmental Person in order to design and construct such Relocations. 3. No circumstances exist which have delayed or are delaying the affected Relocation, other than those which fit within the definition of a Utility Delay. 6.2.4.2.1 Delay Damages The Contractor shall be entitled to a delay and/or disruption contract time extensionfor Utility Delays only in the circumstances described in, and to the extent provided, in Section 13.5.2. 6.2.5 Certain Obligations of Contractor 6.2.5.1 Multiple Relocations of the Same Utility The Contractor shall avoid multiple relocations of the same Utility, whether by the Utility Owner or by the Contractor. Accordingly, after a Utility has been relocated once in order to accommodate the Project based on the Contractor's design, the Contractor shall be responsible for all costs incurred by either the Contractor or the Utility Owner in order to subsequently relocate such Utility to accommodate the Project. If the Utility Owner performs such subsequent Relocation, then the Contractor shall reimburse the Utility Owner for such subsequent relocation. If the Contractor performs such subsequent Relocation, then the Contractor shall not receive any extension of the Completion Deadline or increase in the Contract Price on account of the performance of such subsequent Relocation. 34 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 6.2.5.2 Minimizing the County's Reimbursement Obligation In designing and constructing the Project, the Contractor shall take all reasonable steps to minimize costs to the Utility Owners under the Utility Relocation Agreements, to the extent practicable and otherwise consistent with other requirements of the Contract Documents. 6.2.6 Additional Restrictions on Change Orders In addition to all of the other requirements and limitations contained in Section 13 and the Addendums, the entitlement of the Contractor to any Change Order under this Section 6.2 shall be subject to the restrictions and limitations set forth in this Section 6.2. 6.2.6.1 Burden of Proof For Relocations, the Contractor shall bear the burden of proving that the Relocation cannot reasonably be avoided. 6.2.6.2 Coordination Costs The Contractor shall not be entitled to an increase in the Contract Price for any costs of coordinating with Utility Owners or for assisting the County in coordinating with Utility Owners. 6.2.6.3 Voluntary Action by Contractor If the Contractor elects to make payments to Utility Owners or to undertake any other efforts which are not required by the terms of the Contract Documents, the Contractor shall not be entitled to a Change Order in connection therewith. The Contractor shall promptly notify the County of the terms of any such arrangements. 6.3 Environmental Compliance In performance of the Work, the Contractor shall comply with all requirements of all applicable Environmental Laws and Governmental Approvals issued there under, whether obtained by the County or the Contractor. The Contractor acknowledges and agrees that it will be responsible for all fines and penalties that may be assessed in connection with any failure to comply with such requirements. 6.3.1 Mitigation Requirements The Contractor shall perform all environmental mitigation measures (which term shall be deemed to include all requirements of the Environmental Approvals and similar Governmental Approvals, regardless of whether such requirements would be considered to fall within a strict definition of the term) for the Project except the environmental mitigation measures the County has agreed to perform or provide. The Contract Price includes compensation for the Contractor's performance of all such mitigation measures and for performance of all mitigation measures arising from New Environmental Approvals which Section 6.3 designates as the Contractor's responsibility as well as the cost of all Activities to be performed by the Contractor as described in Book 2, Section 5. 35 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 6.3.2 New Environmental Approvals 6.3.2.1 Approvals to be Obtained by the County The County shall be responsible for obtaining any New Environmental Approvals necessitated by a Necessary Design Change or Force Majeure event. The Contractor shall provide support services to the County with respect to obtaining any such New Environmental Approval. Any Change Order covering a Necessary Design Change shall include compensation to the Contractor for any changes in the Work (including performance of additional mitigation measures but excluding performance of such support services) resulting from such New Environmental Approvals, as well as any time extension necessitated by the Necessary Design Change, subject to the conditions and limitations contained in Section 13. 6.3.2.2 Approvals to be Obtained by Contractor if a New Environmental Approval becomes necessary for any reason other than those specified in Section 6.3.2.1, the Contractor shall be fully responsible for obtaining the New Environmental Approval and any other environmental approvals that may be necessary, and for all requirements resulting there from, as well as for any litigation arising in connection therewith. The County will reasonably assist the Contractor in obtaining any New Environmental Approvals. If the New Environmental Approval is associated with a VECP or Negotiated Change, the costs of obtaining and complying with the terms of the New Environmental Approval shall be considered in determining the Contract Price adjustment under Section 12. 36 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 7.0 EQUAL EMPLOYMENT OPPORTUNITY; SUBCONTRACTS; LABOR 7.1 Equal Employment Opportunity 7.1.1 Equal Employment Opportunity Policy The Contractor confirms that it has an equal employment opportunity policy ensuring equal employment opportunity without regard to race, color, national origin, sex, age, religion or handicap; and that it maintains no employee facilities segregated on the basis of race, color, religion or national origin. 7.1.2 Non -Discrimination The Contractor shall comply with all applicable Legal Requirements that enumerate unlawful employment practices including discrimination because of race, religion, color, gender, age, disability, or national origin, and that define actions required for affirmative action and minority/disadvantaged business programs. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, national origin, religion, sex, age or handicap. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, national origin, religion, gender, age or handicap. Such action shall include the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 7.1.3 Inclusion in Subcontracts The Contractor shall include Sections 7.1.1 and 7.1.2 in every Subcontract over $10,000 (including purchase orders), and shall require that they be included in all Subcontracts over $10,000 at lower tiers, so that such provisions will be binding upon each Subcontractor. 7.2 Limitation on Subcontracted Work The Submitter shall perform at least 30 percent of the construction Work, and the Major Participant responsible for design shall perform at least 30 percent of the design Work. The percentage of construction Work sublet shall be determined by dividing the total dollar value of the Subcontracts for construction Work, excluding any Subcontracts with Major Participants but including any lower tier Subcontracts through Major Participants, by the portion of the Contract Price allocable to construction Work (as determined by the County). The percentage of design Work sublet shall be determined by dividing the total dollar value of the lower tier design Subcontracts by the total dollar value of the prime design Subcontract(s); (i.e. the Subcontract(s) between the Contractor and the Major Participant(s) responsible for design). 37 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 7.3 Subcontracting Requirements The Contractor shall comply with all applicable requirements of the Contract Documents relating to Subcontracts, and shall ensure that its Subcontractors (at all tiers) comply with all applicable requirements of the Contract Documents relating to subcontracting. The Contractor shall not add, delete, or change the role of, any Major Participant without the prior written Approval of the County. 7.4 Assignment of Subcontract Rights Each Subcontract shall provide that, pursuant to terms in form and substance satisfactory to the County: (i) the County is a third party beneficiary of the Subcontract and shall have the right to enforce all terms of the Subcontract for its own benefit; and (ii) all guarantees and warranties, express and implied, shall inure to the benefit of the County as well as the Contractor. Any acceptance of assignment of a Subcontract from the County, its successor(s), or assign(s) shall not operate to make the assignee(s) responsible or liable for any breach of the Subcontract by the Contractor or for any amounts due and owning under the Subcontract included in an invoice paid by the County. 7.5 Subcontract Terms Each Subcontract shall include terms and conditions sufficient to ensure compliance by the Subcontractor with all applicable requirements of the Contract Documents, and shall include provisions addressing the following requirements as well as any other terms that are specifically required by the Contract Documents to be included therein: 1. The Subcontract shall provide for retainage to be withheld and released in accordance with CDOT Standard Specifications for Road and Bridge Construction, No. 109.06. 2. Each Subcontract, with the exception of any Subcontract for Project Management, Public Information, Quality Control, and Warranty Work, shall include terms that are substantially similar to those terms required by Sections 5.1, 5.2, 5.3, 5.4, 7.1, 7.2, 7.4, 9.2.1, 13.7, 14, 15, 19, 22, 23, 24.6, specifically including an agreement by the Subcontractor to be joined in any dispute resolution proceeding pursuant to Section 19 if such joinder is reasonably necessary to resolve the dispute; and each Subcontract other than Subcontracts with Suppliers shall include terms that are substantially similar to those contained in Sections 2.2(5), 2.2(6), 2.2(9), 10.4, 21.2 (as appropriate), 21.3, 21.4, and 23. 7.6 Subcontract Data The Contractor shall notify the County, in writing, of the name and address of, and licenses held by, each Subcontractor (excluding Suppliers), as soon as the potential Subcontractor has been identified by Contractor, but in no event less than 14 days prior to the scheduled initiation of Work by such proposed Subcontractor. The Contractor shall provide the County with a list of its Subcontractors (including Suppliers) from time to time upon request by the County; shall allow the County access to all Subcontracts and records regarding Subcontracts; and shall deliver to the 38 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract County, within ten days after execution, copies of all Subcontracts with Major Subcontractors and, within ten days after receipt of a request from the County, copies of all other Subcontracts. 7.7 Responsibility for Work by Subcontractors Notwithstanding any Subcontract or agreement with any Subcontractor, the Contractor shall be fully responsible for all of the Work. the County shall not be bound by any Subcontract, and no Subcontract shall include a provision purporting to bind the County. 7.8 Key Personnel 7.8.1 Key Personnel Exhibit C hereto identifies certain key positions for the Project. The Contractor may, with the County's approval, add key positions at no cost to the County. the County shall have the right to review the qualifications and character of each individual to be assigned to a key position (including personnel employed by Subcontractors) and to Approve or disapprove use of such key person in such key position prior to the commencement of any Work by such individual or during the prosecution of the Work. The Contractor shall notify the County in writing of any proposed changes in any Key Personnel, and shall include a resume of proposed Key Personnel. The Contractor shall not change any Key Personnel without the prior written Approval of the County. 7.8.2 Representations, Warranties, and Covenants The Contractor acknowledges and agrees that the award of the Contract by the County to the Contractor was based, in large part, on the qualifications and experience of the personnel listed in the Statement of Qualifications and the Proposal, and the Contractor's commitment that such individuals would be available to undertake and perform the Work. The Contractor represents, warrants and covenants that such individuals are available for and will fulfill the roles identified for them in the Statement of Qualifications and the Proposal in connection with the Work. Unless otherwise agreed to by the County in writing, individuals filling Key Personnel roles shall devote a sufficient amount of their time for the applicable role with respect to the prosecution and performance of the Work and the Contractor shall document such commitment to the County's satisfaction upon the County's request. 7.9 Character of Workers All individuals performing the Work shall have the skill and experience and any licenses or certifications required to perform the Work assigned to them. If the County determines in its sole discretion that any Person employed by the Contractor or by any Subcontractor is not performing the Work properly and skillfully, or who is intemperate or disorderly, then, at the written request of the County, the Contractor or such Subcontractor shall remove such Person from the Project and such Person shall not be re-employed on the Project without the prior Approval of the County in its sole discretion. If the Contractor or the Subcontractor fails to remove such Person(s) or fails to furnish skilled and experienced personnel for the proper 39 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract performance of the Work, then the County may, in its sole discretion, suspend the affected portion of the Work by delivery of written notice of such suspension to the Contractor. Such suspension shall in no way relieve the Contractor of any obligation contained in the Contract Documents or entitle the Contractor to a Change Order. Once compliance is achieved, the Contractor shall be entitled to and shall promptly resume the Work. 40 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 8.0 SURETY BONDS The Contractor shall provide to the County and maintain at all times during the term of the Contract Security for performance of the Work as described below (or other assurance satisfactory to the County in its sole discretion). Each bond required hereunder shall be provided by a Surety licensed as surety and qualified to do business in the State. The Contractor shall obtain the bonds from a surety with an investment grade rating to ensure the completion of the Contract or shall be required to obtain a letter of credit from a bank or other financial institution with an investment grade rating of A or better to ensue completion of the Contract upon terms acceptable to the Weld County. 8.1 Proposal Bond The Contractor has provided the Proposal Bond in the form attached to the 1TP as Form L in the amount of five percent of the Contract price. 8.2 Performance Bond The Contractor has provided the Performance Bond in the form attached to the ITP as Form O in the amount of the Fixed Contract Price. 8.3 Payment Bond The Contractor has provided the Payment Bond in the form attached to the ITP as Form N in the amount of the Fixed Contract Price Price. The Payment Bond shall be released one year after the later to occur of Final Acceptance or the County's receipt of satisfactory evidence that all Persons performing any of the Work of the type described in C.R.S. § 38-26-105 and § 38-26- 106 have been fully paid. 8.4 Utility Work The Utility Work furnished or performed by the Contractor hereunder may have bond requirements separate from the bond required pursuant to Section 8.0. All cost estimates required to be provided under the Contract Documents with respect to Utility Work furnished or performed by the Contractor shall include the cost of bond premiums. 8.5 No Relief of Liability Notwithstanding any other requirements of the Contract Documents, performance by a Surety of any of the obligations of the Contractor shall not relieve the Contractor of any of its obligations hereunder. 41 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 9.0 INSURANCE 9.1 General Insurance Requirements 9.1.1 Evidence of Insurance The Contractor shall provide evidence of insurance in a form acceptable to Weld County as proof of Compliance for all insurance requirements contained in this Section. For all Work that occurs on the Project Weld County shall be named as an additional insured on the insurance policies, except for the workers' compensation and professional liability policies. These insurance requirements are applicable to the Contractor only. When the Contractor requires a Subcontractor to obtain insurance coverage, the types and minimum limits of coverage may be different than those required in this Section 9. The evidence of insurance shall provide for ten Days' written notice of cancellation for nonpayment of premiums, or 45 days' written notice of cancellation for any other reason, including nonrenewal. Evidence of the insurance that contains the phrase "will endeavor to" preceding all references to provisions of notice by the insurance company shall be unacceptable. A Certificate of Insurance indicating certain specified amendments and attachments shall be acceptable, but Weld County reserves the right to request a complete certified copy of the policy, at Weld County's sole discretion. Contractor shall not commence any Work until it has complied with these insurance requirements and Weld County has approved the evidence of insurance. 9.1.2 A.M. Best Rating All insurance companies providing policies obtained to satisfy the insurance requirements must have an A.M. Best rating of A- VII or better. 9.1.3 Full Force and Effect The commercial general liability, excess (umbrella) liability, contractor's pollution liability and professional liability insurance coverage requirements will remain in full force and effect throughout the term of all warranties or as otherwise required by the Contract Documents, whichever is greater. 9.1.4 No Recourse There shall be no recourse against Weld County for payment of premiums or other amounts with respect to the insurance provided by the Contractor, or for deductibles under these policies. This provision does not affect any rights the Contractor is entitled to. 9.1.5 indemnification The insurance coverage provided hereunder shall support, but is not intended to limit, the Contractor's indemnification obligations. 42 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 9.2 Contractor Provided Insurance The Contractor shall procure, at its own expense, insurance acceptable to Weld County, as described herein, and shall maintain such insurance, as specified herein, in accordance with the requirements stated in this section, or as otherwise Approved by Weld County at its sole discretion. 9.2.1 Workers' Compensation and Employer's Liability Coverage The Contractor shall provide Workers' Compensation coverage that is in compliance with all Legal Requirements and Employer's Liability with minimum limits of $500,000 by disease each person, $500,000 by disease aggregate, and $500,000 each person by accident. 9.2.2 Commercial General Liability Insurance The Contractor shall provide Commercial General Liability broad form coverage for Bodily Injury, Property Damage, Personal Injury and Advertising Liability written on an occurrence form that shall be no less comprehensive or more restrictive than the coverage provided by Insurance Services Office (1S0) for CG 00 01 10 01. 1. Limits of liability. General liability: A. $2 million - each occurrence. B. $4 million - general aggregate (annually). The general aggregate limit shall not be diminished by claims on other projects. C. $2 million - personal injury/advertising liability. D. $4 million - products/completed operations liability. 2. Such insurance shall include, by its terms or appropriate endorsements, Bodily Injury, Property Damage, Legal liability, Personal Injury, Blanket Contractual, Independent Contractors, Premises, Operations and Products and Completed Operations. Such insurance shall also include blanket coverage for Explosion, Collapse, and Underground (XCU) hazards. 3. Products and Completed Operations coverage shall be continued for a minimum of five years from Project Completion. 4. Weld County shall be an additional insured with respect to liability arising out of acts or omissions of the Contractor or its Subcontractors, whether on or off the Site. 9.2.3 Automobile Liability Insurance The Contractor shall provide commercial automobile liability insurance covering all owned/leased, non -owned and hired vehicles used in the performance of Work, both on and off the Site, including loading and unloading. 43 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract The following limits of liability and other requirements shall apply: 1. $2 million combined single limit for bodily injury and property damage liability. 2. Coverage shall be provided on ISO form number CA 00 01 10 01 or equivalent. 3. The policy will include uninsured and underinsured, in compliance with Colorado law. 4. The policy shall be endorsed to include Motor Carrier Act endorsement — Hazardous Materials Cleanup (MCS-90), if applicable. 9.2.4 Excess (Umbrella) Liability Insurance The Contractor shall provide Umbrella or Excess Liability insurance with limits of not less than $20 million per occurrence and $20 million annual aggregate which will provide bodily injury, personal injury and property damage liability at least as broad as the primary coverages set forth above, including Employer's Liability, Commercial General Liability and Commercial Automobile Liability, as set forth in this Section. 9.2.5 Contractor's Pollution Legal Liability Coverage The Contractor shall provide pollution legal liability coverage for the Project. The following limits and conditions shall apply: 1. The limit of liability per occurrence shall be at least $5 million and the total Project aggregate shall be at least $10 million. 2. Weld County shall be named as an additional insured (to the extent commercially available as determined by Weld County). 3. The policy form shall be written on an occurrence -based form. The extended reporting period must be at least 24 months following completion of the Work. 4. Weld County reserves the right to purchase a Project -specific policy in lieu of the Contractor's pollution legal liability policy. 9.2.6 Professional Liability Insurance The Contractor or Sub consultant shall provide Project Professional Liability Coverage for the protection of all design professionals associated with the Project as follows: 1. Limits of Liability will be at least $2 million per claim and an aggregate of at least $5 million. Insurance does not have to be purchased on a project specific basis 2. The policy will have a three-year extended reporting period from the Final Acceptance Date with respect to all events that occurred, but were not reported, during the term of the policy. 3. The policy shall protect against any negligent act, error or omission arising out of design or engineering including environmental design or consulting with respect to the Project. 44 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 4. The policy shall have a retroactive date of no later than the date the first design and/or engineering Activities have been conducted by the design professionals and contractors associated with the Project. 5. Contractor shall provide insurance for construction management activities in the amounts required in this Section 9.2.6, per the Contractor's usual business practices including, but not limited to, purchasing a construction management professional policy or an errors and omissions policy. If the Sub consultant provides Project Professional Liability Coverage, Contractors shall confirm that all requirements of this section have been met prior to the start of design Work. 9.2.7 Railroad Protective Insurance In addition to the above, the Contractor shall furnish evidence to Weld County that, with respect to the operation the Contractor or any of its subcontractors perform, the Contractor has provided for and on behalf of the Railroad Company, and each Railroad Company when more than one is involved, Railroad Protective Public Liability and Property Damage insurance provided for a combined single limit of Five Million Dollars ($5,000,000.00) per occurrence with an aggregate limit of Ten Million Dollars ($10,000,000) applying separately for each annual period for: 1. All damages arising out of bodily injuries to or death of one or more persons. 2. All damages arising out of injury to or destruction of property. Said policy or policies of insurance shall be deemed to comply with the Railroad Protective Insurance requirements if each of said policies contains a properly completed and executed "Railroad Protective Liability Form." All required policy or policies of insurance shall be submitted to Weld County for transmittal to the Railroad Company's Insurance Department. The Railroad Protective Insurance shall be carried until all Work required to be performed under the terms of the Contract is satisfactorily completed as evidenced by the formal acceptance of Weld County. The Railroad Company shall be furnished with the original of each policy carried on its behalf. 9.2.8 Builder's Risk Unless otherwise expressly stated in the Supplementary General Conditions the Contractor shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all- risk" or equivalent policy form in the amount of the Probable Maximum Loss value at all times including any subsequent contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed to in writing by all persons and entities who are 45 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract beneficiaries of such insurance, until final payment has been made or until no person or entity other than Weld County has an insurable interest in the property or the Date of Notice specified on the Notice of Acceptance or whichever is later. This insurance shall include interests of Weld County, the Contractor, and Subcontractors in the Project as named insureds. All associated deductibles shall be the responsibility of the Contractor. Such policy may have a deductible clause but not to exceed one hundred thousand dollars ($100,000) and the deductible for Work in a one hundred (100) year flood plain may not exceed two hundred and fifty thousand dollars ($250,000). Property insurance shall be on an "all risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris, removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architectural and Engineering Services and expenses required as a result of such insured loss. Contractor shall maintain Builders Risk coverage including partial use by Weld County. The Contractor shall waive all rights of subrogation as regards to Weld County and Weld County, its officials, its officers, its agents and its employees, all while acting within the scope and course of their employment. For damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section or other property insurance applicable to the Work. The Contractor shall require all Subcontractors at any tier to similarly waive all such rights of subrogation and shall expressly include such a waiver in all subcontracts. Upon request by Weld County, the amount of such insurance shall be increased to include the cost of any additional Work to be done on the Project, or materials or equipment to be incorporated in the Project, under other independent contracts let or to be let. In such event, the Contractor shall be reimbursed for this cost at its share of the insurance in the same ratio as the ratio of the insurance represented by such independent contracts let or to be let to the total insurance carried. Weld County shall have the power to adjust or settle any loss. Unless it is agreed otherwise, all monies received shall be applied first on rebuilding or repairing the destroyed or injured Work. 46 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 10.0 RISK OF Loss 10.1 Site Security The Contractor shall provide appropriate Security for the Site, including securing any buildings from entry, and shall take all reasonable precautions and provide protection to prevent damage, injury or loss to the Work and materials and equipment to be incorporated therein, as well as all other property at the Site, whether owned by the Contractor, the County, or any other Person. The Contractor shall at all times keep the Site in a neat and clean condition, including performing litter removal, removal of graffiti, and weed control. 10.2 Maintenance and Repair of Work and On -Site Property 10.2.1 Responsibility of Contractor The Contractor shall maintain, rebuild, repair, restore, or replace all Work (including Design Documents, Released for Construction Documents, As -Built Documents, materials, equipment, supplies, and maintenance equipment which are purchased for permanent installation in, or for use during construction of, the Project, regardless of whether the County has title thereto under the Contract Documents) that is injured or damaged prior to the date of acceptance of maintenance liability by the County or third parties as specified in Section 10.2.2. All such work shall be at no additional cost to the County except to the extent that the County is responsible for such costs as provided in Section 13. The Contractor shall also have full responsibility during such period for rebuilding, repairing and restoring all other property at the Site, whether owned by the Contractor, the County or any other Person. Additional requirements regarding maintenance of highways during construction are set forth in Book 2, Section 18. 10.2.2 Relief from Liability for Maintenance Effective as of the date on which Project Completion occurs, the County shall be considered to have Accepted maintenance liability for all elements of the Project which have been Accepted. All remaining elements of the Project shall be considered Accepted for maintenance purposes as of the date on which Final Acceptance occurs. Notwithstanding the foregoing, all elements of the Work, which will be owned by Persons other than the County (such as Utility facilities) will be considered accepted for purposes of maintenance responsibility only as of the date of acceptance of maintenance responsibilities by such Persons. 10.2.3 Landscape Notwithstanding anything to the contrary in Sections 10.2.1. or 10.2.2, requirements regarding landscape establishment are set forth in Book 2, Section 17. 10.2.4 Wetland Maintenance Notwithstanding anything to the contrary in Sections 10.2.1. or 10.2.2, requirements regarding maintenance of wetlands are set forth in Book 2, Section 5 (Environmental Requirements). 47 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 10.3 Damage to Off -Site Property The Contractor shall take all reasonable precautions and provide protection to prevent damage, injury, or loss to property adjacent to the Site or likely to be affected by the Work. The Contractor shall restore damaged, injured or lost property caused by an act or omission of any Contractor -Related Entity to a condition similar or equal to that existing before the damage, injury or loss occurred. 10.4 Third Party Agreements The Contractor shall construct the Project in accordance with the third party agreements listed in Book 2, Section 6. 10.5 Title The Contractor warrants that it owns, or will own, and has, or will have, good and marketable title to all materials, equipment, tools and supplies furnished, or to be furnished, by it and its Subcontractors that become part of the Project or are purchased for the County for the operation, maintenance, or repair thereof, free and clear of all Liens. Title to all of such materials, equipment, tools and supplies which shall have been delivered to the Site shall pass to the County, free and clear of all Liens, upon the sooner of: (i) incorporation into the Project; or (ii) payment by the County to the Contractor of invoiced amounts pertaining thereto. Notwithstanding any such passage of title, and subject to Section 10.1, the Contractor shall retain sole care, custody and control of such materials, equipment, tools and supplies, and shall exercise due care with respect thereto as part of the Work until Final Acceptance or until the Contractor is removed from the Project. 48 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 11.0 PAYMENT 11.1 Contract Price 11.1.1 Contract Price As full compensation for the Work and all other obligations to be performed by the Contractor under the Contract Documents, the County shall pay to the Contractor an amount not to exceed $109,589,267.51 (the Fixed Contract Price Price of one hundred nine million, fivehundred eighty nine thousand, two hundred sixty seven dollars, and, fifty one cents. (herein referred to as the "Contract Price'). The Contract Price may be increased or decreased only by a Change Order issued in accordance with Section 13 or by a Contract amendment. The County will issue a NTP for each fiscal year: NTP]- 2015 Not to exceed $15,000,000 NTP2- 2016 Not to exceed $55,000,000 NTP3- 2017 Not to exceed total contract price 11.1.2 Items Included in Contract Price The Contractor acknowledges and agrees that, subject only to the Contractor's rights under Section 13, the Contract Price includes: 1. Performance of each and every portion of the Work, including all Additional Requested Elements and portions thereof included as part of the Contractor's Proposal. 2. All designs, equipment, materials, labor, insurance and bond premiums, home office, jobsite and other overhead, profit and services relating to the Contractor's performance of its obligations under the Contract Documents (including all Work, Warranties, equipment, materials, labor and services provided by Subcontractors and intellectual property rights necessary to perform the Work). 3. The cost of obtaining all Governmental Approvals (except for approvals which are the responsibility of the County, as specifically provided elsewhere in the Contract Documents). 4. All costs of compliance with and maintenance of the Governmental Approvals and compliance with Legal Requirements. 5. Payment of any taxes, duties, and permit and other fees and/or royalties imposed with respect to the Work and any equipment, materials, labor, or services included therein. 6. All Utility Work associated with Public and Private Utilities as required by Section 6.2 and Book 2, Section 7. 7. All fines, penalties and damage payments to others as Contractor is obligated to pay herein. 49 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 11.1.3 Delay in Issuance of Notice -to -Proceed 1 the County anticipates that it will issue NTP 1 concurrently with or shortly after execution and delivery of the Contract. If the County has not issued NTPI as described in Section 4.2.1, the Contractor may seek to negotiate a Change Order including an extension in the time allowed to the County for issuance of NTP 1 and an increase in the Contract Price mutually acceptable to the Contractor and the County. If the Contractor does not wish to seek a Change Order as provided above or the County fails to issue a Change Order acceptable to the Contractor, then the Contractor's sole remedy shall be to terminate the Contract by delivery of notice of termination to the County, with the right to receive payment as specified in Section 15. The Contractor is not obligated to perform any work that would result in payments exceeding the NTP1 payment cap. Any price increase under this Section 11.1.3 shall be amortized proportionally over all Work remaining to be performed, and shall be evidenced by a Change Order. 11.2 Invoices and Payment Requirements relating to invoicing are set forth in Book 2, Section 2. Within seven days after receipt by the County of each final invoice, the County shall pay the Contractor the amount of the invoice Approved for payment less any amounts that the County is entitled to withhold. 11.3 Limitations on Payment In no event shall the County have any obligation to pay the Contractor any amount which would result in: (i) payment for any Activity in excess of the value of the Activity times the completion percentage of such Activity; or (ii) aggregate payments hereunder in excess of: (i) the overall completion percentage for the Project times the Contract Price; or (ii) the payment caps described herein. the County does not have the obligation to pay the Contractor for any Nonconforming Work. 11.3.1 Requirement to Provide Corrected Monthly Update After Approval of the Original Baseline Schedule, no payment will be processed or owing to the Contractor for Work performed during any period not covered by the Accepted current Monthly Progress Schedule. 11.3.2 Notice -to -Proceeds Payment Cap The amount of funds available to pay the Contractor prior to issuance of NTP2 is limited to the amount of the NTPI Payment Cap. the County has no obligation to make any payment to the Contractor in excess of this amount until such time (if any) as NTP2 is issued. If the Contractor performs any Work in excess of the NTP 1 Payment Cap, it does so at its own risk. The NTP 1 Payment Cap does not apply to termination costs under Section 15.5.1. The amount of funds available to pay the Contractor prior to issuance of NTP3 is limited to the amount of the NTPI Payment Cap. the County has no obligation to make any payment to the Contractor in excess of this amount until such time (if any) as NTP3 is issued. If the Contractor 50 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract performs any Work in excess of the NTP2 Payment Cap, it does so at its own risk. The NTP2 Payment Cap does not apply to termination costs under Section 15.5.1. 11.3.3 Unincorporated Materials The County will not pay for materials associated with a progressed WBS Activity prior to their incorporation into the Project, except under the circumstances described in Section 11.3.3. 11.3.3.1 Exeptions-Stockpiled Structural Steel/Delivery to Site/ Materials Produced for Project Materials submitted for Stockpile payment shall be delivered to the Site or delivered to the Contractor and promptly stored by the Contractor in storage Approved by the County. In addition, payment for stockpiled structural steel is subject to the provisions of the CDOT Specifications. Girders, sign structures, wall panels and structural steel that have not been delivered to or adjacent to the Site will be eligible for payment only if they were specifically manufactured or produced for the Project, and then only after being irrevocably assigned to the County. As a condition to inclusion of such materials in any invoice, the Contractor shall submit certified bills using the form attached hereto as Exhibit H. Payment will not be made when the invoice value of such materials, as determined by the County, amounts to less than $25,000 or if materials are to be stored less than 30 days. 11.3.3.2 Title to Materials Materials that meet the requirements in Section 11.3.3.1 and for which payment is made shall become the property of the County upon the County making payment thereof. Payment for such materials will not constitute final acceptance of such materials. The Contractor shall submit with its invoice for such materials a letter of vested interest in the form attached hereto as Exhibit 1. At the County's request, the Contractor at its own expense shall promptly execute, acknowledge and deliver to the County actual bills of sale or other instruments in a form acceptable to the County, conveying and assuring to the County title to such materials included in any invoice, free and clear of all Liens. The Contractor at its own expense shall conspicuously mark such materials as the property of the County, shall not permit such materials to become commingled with non -County -owned property and shall take such other steps, if any, as the County may require or regard as necessary to vest title to such materials in the County free and clear of Liens. The required invoice, billing, title, or assignment documents, furnished by the Contractor, shall contain complete material description and identification data. 11.3.3.3 Deductions The amount shown in an invoice for material, which is subsequently lost, damaged or unsatisfactory will be deducted from succeeding invoices until the material is repaired or replaced at the Contractor's expens. In case any Supplier claims against the Contractor remain (for materials so paid for) unsatisfied for more than 30 days following issuance of payment to the Contractor, the applicable payment may be canceled on the next invoice. 51 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 11.3.3.4 Not to Exceed Amount Payment for material furnished and delivered as indicated in this Section 11.3.3 will not exceed the amount paid by the Contractor as evidenced by a bill of sale supported by paid invoice, or 75 percent of the in -place price, whichever is less. 11.3.4 Materials Ineligible for Payment 11.3.4.1 Equipment The County will not pay directly for equipment costs. Payment for equipment, whether new, used or rented, and to the extent not included in the mobilization payments under Section 11.4, will be allocated to and paid for as part of the Activities with which the equipment is associated, in a manner which is consistent with the requirements of Section 13.7. 11.3.4.2 Perishable Materials The County will make no partial payment on living or perishable materials until incorporated as specified in the Contract. 11.3.4.3 Contractor Election The County will make no payment for materials brought onto the Site at the Contractor's election that may be incorporated into the Project such as fuels, supplies, metal decking forms, ties or supplies used to improve efficiency of operations. 11.3.5 Nonconforming Work The County will make no payment for Nonconforming Work, except as provided under Section 5.7. 11.4 Mobilization 11.4.1 Mobilization Amount The actual amount of premiums paid by the Contractor for the Payment and Performance Bonds and for insurance required to be provided by the Contractor under Section 9 may be invoiced at any time after issuance of NTP 1. In addition, the Contractor shall be entitled to mobilization payments. 11.5 Retainage; Deductions 11.5.1 Retainage The County shall withhold funds (the "Retainage") from each payment to be made to the Contractor under this Section 11 in accordance with CDOT Standard Specifications for Road and Bridge Construction, No. 109.06 as modified by the Project Special Provisions. The amount retained will be in effect until such time as Final Acceptance is made by the County. 52 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 11.5.2 Substitution of Acceptable Securities The Contractor shall have the right to substitute acceptable securities pursuant to C.R.S. § 24-91- 105 for the Retainage, provided that no such substitution shall be accepted until the form of such securities and the surety therefore have been Approved by the County. 11.5.3 Deductions In addition to the Retainage, the County may deduct from any amounts otherwise owing to Contractor, including each monthly progress payment and the final payment, the following: 1. Any accrued losses, liability, Liquidated Damages or other damages for which Contractor is responsible hereunder. 2. The estimated cost of remedying any Nonconforming Work or otherwise remedying any breach of contract by Contractor. 3. The amount of any outstanding claim under C.R.S. § 38-26-107 or 24-91-103 relating to the Work. 4. The estimated value of the amount for Work that the Contractor is obligated to perform under the Contract, which the Contractor has failed to perform. 5. Any other sums which the County is entitled to recover from the Contractor under the terms of the Contract. The County's failure to deduct from a progress payment any amount, which the County is entitled to recover from the Contractor under the Contract, shall not constitute a waiver of the County's right to such amounts. 11.6 Final Payment Final payment will be made in accordance with this Section 11.6. 11.6.1 Application for Final Payment On or about the date of delivery of its Affidavit of Final Completion, the Contractor shall prepare and submit a proposed Application for Final Payment to the County showing the proposed total amount due the Contractor. In addition to meeting all other requirements for invoices hereunder, the Application for Final Payment shall list all outstanding or pending Potential Change Order (PCO) Notices and all existing or threatened claims by the County, Subcontractors, laborers, Suppliers, Utility Owners or other third parties relating to the Project, including any notices filed or to be filed with the Affidavit of Final Completion, stating the amount at issue associated with each such notice. The Application for Final Payment shall be accompanied by: (i) complete and legally effective releases or waivers of Liens and stop notices satisfactory to the County, from all Persons legally eligible to file Liens and stop notices in connection with the Work; (ii) consent of Surety(ies) to final payment; (iii) the release and affidavit required by Section 11.6.2; and (iv) such other documentation as the County may reasonably require. Prior applications and payments shall be subject to correction in the proposed Application for Final Payment. PCO Notices filed 53 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract concurrently with the Application for Final Payment must be otherwise timely and meet all requirements under Sections 13 and 19. If a Subcontractor or Supplier refuses to furnish a release or waiver required by the County, the Contractor may furnish a bond satisfactory to the County to indemnify the County against such claim. If such claim remains unsatisfied after payments are made, and is not bonded over as provided in the previous sentence, Contractor shall promptly pay to the County all money that the County may be compelled to pay in discharging such claim, including all costs and attorneys' fees. The County will review the Contractor's proposed Application for Final Payment, and changes or corrections will be forwarded to the Contractor for correction. If no changes or corrections are required, the County will Approve the Application for Final Payment. 11.6.2 Payment 11.621 Release and Affidavit as Condition to Final Payment As a condition to its obligation to make payment to the Contractor based on the Application for Final Payment, the County shall have received an executed release from the Contractor for any and all claims arising from the Work, releasing and waiving any claims against the Indemnified Parties, excluding only the retention amounts set forth in Section 11.5, and those matters identified in any PCO Notices listed as outstanding in the Application for Final Payment, and otherwise satisfactory in form and content to the County. The release shall be accompanied by an affidavit from the Contractor certifying: 1. That it has resolved any claims made by Subcontractors, Utility Owners, and others against the Contractor or the Project. 2. That it has no reason to believe that any Person has a valid claim against the Contractor or the Project which has not been communicated in writing by the Contractor to the County as of the date of the certificate. 3. That all guarantees and warranties are in full force and effect. The release and the affidavit shall survive final payment. The payment amount will be reduced by any amounts deductible under Section 11.5. 11.6.2.2 Partial Estimates and Payments Subject to Correction All prior partial estimates and payments shall be subject to correction in the final payment. 11.6.2.3 Waiver of Claims Contractor's acceptance of final payment shall constitute a waiver of affirmative Claims by Contractor except those previously made in writing and identified by Contractor in accordance with Section 11.6.1 as unsettled at the time of final payment. 54 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 11.7 Payments to Subcontractors 11.7.1 Prompt Payment The Contractor is responsible for ensuring that all subcontractors and suppliers at every tier are promptly paid. All subcontractors and suppliers must be paid in accordance with CDOT Standard Specifications for Road and Bridge Construction, No. 109.06(e). 11.7.2 Release of Retainage The Contractor shall release retainage in accordance with CDOT Standard Specifications for Road and Bridge Construction, No. 109.06. 11.8 Disputes Subject to the County's right to withhold from progress payments any amounts in dispute, and except as expressly stated otherwise in this Section, any disagreement between the County and the Contractor relating to this Section 11 shall be subject to Section 19. Failure by the County to pay any amount in dispute shall not alleviate, diminish, or modify ill any respect the Contractor's obligation to perform under the Contract Documents, including the Contractor's obligation to achieve Final Acceptance in accordance with the Contract Documents, and the Contractor shall not cease or slow down performance under the Contract Documents on account of any such amount in dispute. The Contractor shall proceed as directed by the County pending resolution of the dispute. Upon resolution of such dispute, each party shall promptly pay to the other any amount owing. Nothing in this Section is intended to affect the Contractor's rights pursuant to Section 15.16.1. 55 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 12.0 VALUE ENGINEERING AND NEGOTIATED CHANGES The parties desire for the Contractor to have significant flexibility in determining how best to deliver the Project within the parameters established by the Contract Documents. Notwithstanding the foregoing, the County's Approval is required with respect to any proposed changes in the Contract Requirements. This Section 12 sets forth the requirements applicable to requests for modifications in Contract Requirements submitted by the Contractor. Changes in Contract Requirements may be submitted as Value Engineering Change Proposals (VECPs) provided the request qualifies as a VECP as provided herein. The parties may agree upon the use of a Negotiated Change Order, however, whether the proposed change is a VECP or other change. 12.1 Value Engineering Change Proposals The Contractor is encouraged to submit VECPs whenever it identifies potential savings. The County may also request the Contractor to develop and submit a specific VECP. The Contractor has the right to refuse to consider such County -initiated VECPs. 12.1.1 Definition of Value Engineering Change Proposal A VECP is a proposal developed and documented by the Contractor which: 1. Would modify or require a change in any of the Contract Requirements in order to be implemented (including any changes to the Basic Configuration); and 2. Reduces the cost of the Project without impairing essential functions or characteristics of the Project (including service life, economy of operation, ease of maintenance, desirability and safety) as determined by the County in its sole discretion, and provided that it is not based solely upon a change in quantities, performance or reliability or a relaxation of the Contract requirements. 12.1.2 Required Information At a minimum, the following information shall be submitted by the Contractor with each VECP: 1. A statement that the submission is a VECP, a narrative description of the proposed change, the advantages and disadvantages of the proposed change and the justification for changes in function or characteristics and the effect the proposed change has on performance. 2. Description of the existing Contract requirements, which are involved in the proposed change. 3. Identification of the Contract requirements (with reference to specific Sections), which must be changed if the VECP is Approved. 4. A description of any previous use or tests of the proposal and the conditions and results. If the proposal was previously submitted on another County project, indicate the date, contract number and the action taken by the County. 56 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 5. Date or time by which a Change Order adopting the VECP must be issued in order to obtain the maximum cost reduction, noting any effect on the Contract Schedule. 6. A complete cost analysis including current pricing for the existing Contract requirements compared to the Contractor's cost estimate of the proposed changes. The Contractor shall provide any additional information requested by the County in a timely manner. Additional information could include results of field investigations and surveys, design computations, and field change sheets. 12.1.3 County Review and Approval or Rejection 12.1.3.1 Review of Value Engineering Change Proposals Upon receipt of a VECP, the County will process it, but will not be liable for any delay in acting upon any proposal submitted pursuant to this Section 12.1. The Contractor may withdraw all or part of any VECP at any time prior to Approval by the County. 1Z 1.3.2 Approval/Rejection of Value Engineering Change Proposals The County may Approve, in its sole discretion, in whole or in part, by Change Order, any VECP submitted. Until a Change Order is issued on a VECP, the Contractor shall remain obligated to perform in accordance with the Contract Documents. The decision of the County as to rejection or Approval of any VECP shall be at the sole discretion of the County and shall be final and not subject to partnering, dispute resolution, or appeal. The Contractor shall have no claim for any additional costs or delays resulting from the delayed processing or rejection of a VECP, including development costs, loss of anticipated profits, or increased material or labor costs. 121.4 Disputes Regarding Applicability of Value Engineering Change Proposals Within 30 days following a request from the County for a VECP regarding any Work that the County believes should have properly been submitted as a VECP, the Contractor shall deliver a VECP to the County meeting all of the requirements of this Section 12.1, but may specify that the VECP is delivered under protest. In such case, either party shall have the right to submit the question of the Contractor's entitlement to proceed without an Approved VECP to dispute resolution. If a determination is ultimately made that the Contractor is not entitled to proceed without an Approved VECP, the County shall be entitled to a credit against the Contract Price as provided in Section 12.1.5. If a determination is ultimately made that the Contractor is entitled to proceed without an Approved VECP, the VECP shall be deemed withdrawn and have no effect. 12.1.5 Contract Price Adjustment If the County Approves a VECP submitted by the Contractor pursuant to this Section 12, the Contract Price shall be adjusted in accordance with the following: 12.1.5.1 Estimated Net Savings The term "estimated net savings", as used in this Section 12.1, shall mean: (i) the difference between the cost of performing the Work according to the Contract Documents using current 57 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract estimates and the actual cost to perform it according to the proposed change; less (ii) the costs of studying and preparing the VECP as proven by the Contractor and Approved by the County in accordance with the Change Order procedures set forth herein; less (iii) any additional costs incurred by the County (including costs relating to any Relocations and ROW and implementation costs) resulting from the VECP. The Contractor's profit shall not be considered part of the cost. 12.1.5.2 Collateral and Future Savings Except as specified in Section 12.1.5.4, the Contractor is not entitled to share in either collateral or future contract savings. The term "collateral savings" means those measurable net reductions in the County's costs resulting from the VECP, including costs of maintenance by the County, logistics, and the County -furnished property. The term "future contract savings" shall mean reductions in the cost of performance of future construction contracts resulting from a VECP submitted by the Contractor. 12.1.5.3 Price Adjustment Subject to Sections 12.1.5.4 and 12.1.5.5, the Contract Price shall be reduced by an amount equal to the sum of: (i) 100 percent of any additional costs incurred by the County resulting from the VECP; plus (ii) 50 percent of the estimated net savings. 12.1.5.4 Value Engineering Change Proposals Affecting Right -of -Way Plans Not Aplicable 12.2 Negotiated Changes The County may, in its sole discretion, Approve any changes in the Contract Requirements that do not qualify as VECPs. Such changes shall be referred to as "Negotiated Changes." The County may agree to any share of the cost savings in the Contract Price for Negotiated Changes. 12.3 Use of Value Engineering Change Proposals and Negotiated Changes by the County All Approved or disapproved VECPs and Negotiated Changes will become the property of the County, and shall contain no restrictions imposed by the Contractor on their use or disclosure. The County retains the right to use, duplicate, and disclose in whole or in part any data necessary for the utilization of the proposal on any other or subsequent projects without any obligation to the Contractor. This provision is not intended to deny rights provided by law with respect to patented materials or processes. 58 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13.0 CHANGES IN THE WORK This Section 13 sets forth the requirements for obtaining all Change Orders under the Contract. The Contractor hereby acknowledges and agrees that the Contract Price constitutes full compensation for performance of all of the Work, subject only to those exceptions specified in this Section 13, and that the County is subject to constraints which limit its ability to increase the Contract Price or extend the Completion Deadlines. Contractor hereby waives the right to make any claim for a time extension or for any monetary compensation in addition to the Contract Price and other compensation specified in the Contract, except as set forth in this Section 13, Addendum 15, or dispute resulting in a change order under this Book 1 Section 19. 13.1 Circumstances Under Which Change Orders may be Issued 13.1.1 Definition of and Requirements Relating to Change Orders 13.1.1.1 Change Orders The term "Change Order" shall mean a written amendment to the terms and conditions of the Contract Documents issued in accordance with this Section 13. The County may issue unilateral Change Orders as specified in Section 13.2. A Change Order shall not be effective for any purpose unless executed by the County. Execution of a Change Order by the County shall mean that the Change Order has been fully executed by the County and any other necessary parties of the State. The term "Change Order" shall also include any Utility Work Order that has been completed by the County to also function as a Change Order, as described in Section 6.2. Except for Utility Work Orders functioning as Change Orders, Change Orders may be requested by the Contractor only pursuant to Section 13.3 and to adopt a VECP or Negotiated Change under Section 12. Change Orders may be issued for the following purposes (or combination thereof): 1. To modify the Work. 2. To revise a Completion Deadline. 3. To revise the Contract Price. 4. To revise other terms and conditions of the Contract Documents. Upon the County's Approval of the Change Order form, the County will execute the Change Order form indicating Approval thereof. A Change Order may, at the sole discretion of the County, direct the Contractor to proceed with the Work with the amount of any adjustment of a Completion Deadline or the Contract Price to be determined in the future. 13.1.1.2 Issuance of Directive Letter The County may at any time issue a Directive Letter to the Contractor in the event of any desired change in the Work or of any Dispute regarding the Work. The Directive Letter will state that it is issued under this Section 13.1.1.2, will describe the Work in question and will state the basis for determining compensation, if any. The Contractor shall proceed immediately with the Work as directed in the letter, pending the execution of a formal Change Order (or, if the letter states 59 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract that the Work is within the original scope of the Work, the Contractor shall proceed with the Work as directed but shall have the right pursuant to Section 13.3 to request that the County issue a Change Order with respect thereto). 13.1.1.3 Performance of Changed or Extra Work As a condition precedent to the Contractor's right to receive additional payment or an extension of a Completion Deadline for changed or extra work, the Contractor shall have received either a Directive Letter from the County stating that it is issued pursuant to Section 13.1.1.2 or a Change Order for such work executed by the County. To the extent that the Contractor undertakes any such work without receiving a Directive Letter or Change Order executed by the County, the Contractor shall be deemed to have performed such work voluntarily and shall not be entitled to a Change Order in connection therewith. In addition, the Contractor may be required to remove or otherwise undo any such work, at its sole cost. 13.1.2 Directive Letter as Condition Precedent to Claim that County -Directed Change Occurred In addition to provision of a Potential Change Order (PCO) Notice and subsequent Change Order request pursuant to Section 13.3, receipt of a Directive Letter from the County is a condition precedent to the Contractor's right to claim that a County -Directed Change has occurred, provided that no Directive Letter shall be required for alleged County -Directed Changes directly attributable to delays caused by bad faith actions, active interference, gross negligence or comparable tortious conduct by the County. The fact that a Directive Letter was issued by the County shall not be considered evidence that in fact a County -Directed Change occurred. The determination whether a County -Directed Change in fact occurred shall be based on an analysis of the original Contract Document requirements and a determination whether the Directive Letter in fact constituted a change in those requirements. The foregoing requirements shall not imply that a Directive Letter would be required in order for the Contractor to have the right to receive compensation for Work within its original scope for which additional compensation is specifically allowed under this Section 13 (such as for Relocation of previously misidentified underground Utilities, if a Change Order is allowed therefore pursuant to Section 6.2). 13.1.3 Changes in Law Contractor shall be entitled to an increase in the Contract Price for any change in a Legal Requirement, change in the judicial interpretation of a Legal Requirement, or adoption of any new Legal Requirement, which is materially inconsistent with Legal Requirements in effect on the Proposal Due Date (excluding any such change or new Legal Requirement which was passed or adopted but not yet effective as of the Proposal Due Date), and which: (i) requires a material modification in the Work; (ii) requires the Contractor to obtain a State or federal environmental approval not previously required for the Project; (iii) eliminates existing tax exemptions or increases applicable sales taxes; or (iv) specifically targets the Project or the Contractor. The County shall be entitled to a decrease in the Contract Price for any change in Legal Requirements that reduces the cost of the Work, if and to the extent that the change: (i) allows a material modification in the design of the Project resulting in a net cost savings; or (ii) reduces the requirements of complying with environmental approvals. 60 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13.2 Procedure for County Initiated Change Orders This Section 13.2 concerns Change Orders issued by the County following a Request for Change Proposal and Change Orders unilaterally issued by the County. 13.2.1 Request for Change Proposal (RCP) 13.2.1.1 Issuance of Request If the County desires to issue a County -Directed Change or to evaluate whether to initiate such a change, then the County may, at its discretion, issue a Request for Change Proposal (RCP). 13.2.1.2 Initial Consultation Within seven days after the Contractor's receipt of an RCP, the County and the Contractor shall consult to define the proposed scope of the change. Within seven days after the initial consultation, the County and the Contractor shall consult concerning an estimated rough order of magnitude cost (ROM) cost and time impacts, if any. The Contractor shall provide data regarding such matters as requested by the County. 13.2.1.3 Notification by the County Within seven days after the ROM consultation meeting and provision of any data as described in Section 13.2.1.2, The County shall notify the Contractor whether the County: 1. Wishes to issue a Change Order. 2. Wishes to request the Contractor to prepare a Change Order form as discussed at the meeting. 3. No longer wishes to issue a Change Order. The County may at any time, in its sole discretion, require the Contractor to provide two alternative Change Order forms, one of which shall provide for a time extension if applicable and any additional costs permitted hereunder, and the other of which shall show all Acceleration Costs associated with meeting the original Completion Deadlines, as well as any additional costs permitted hereunder. 13.2.1.4 Submittal of Change Order Form If requested by the County, the Contractor shall, within 21 days after receipt of the notification described in Section 13.2.1.3, prepare and submit to the County for Approval a Change Order form for the requested change, complying with all applicable requirements of Section 13.4, and incorporating all requests made by the County. The Contractor shall bear the cost of developing the Change Order form, including any modifications thereto requested by the County, except that costs of design and engineering work required for preparation of plans or exhibits necessary to the Change Order form and pre -authorized by the County shall be included in the Change Order as reimbursable items. If the Change Order is Approved, the design and engineering costs will be included within the Change Order, otherwise, they shall be separately reimbursed through a separate Change Order. 61 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13.2.1.5 Order To Proceed If the County and the Contractor agree that a change in the requirements relating to the Work has occurred but disagree as to whether the change justifies additional compensation or time or disagree as to the amount of any change to be made to the Contract Price or a Completion Deadline, the County may, in its sole discretion, order the Contractor to proceed with the performance of the Work in question notwithstanding such disagreement. Such order may, at the County's option, be in the form of: 1. Time and Materials Change Order as provided in Section 13.7; or 2. Directive Letter as described in Section 13.1.1.2. 13.2.2 Unilateral Change Orders The County may issue a Change Order at any time, regardless of whether it has issued a Request for Change Proposal. Any such Change Order shall state that the Contractor shall be entitled to compensation in accordance with Section 13.7 for the additional Work required thereby. For deductive unilateral Change Orders, the Change Order may contain a price deduction deemed appropriate by the County, and the Contractor shall have the right to dispute the amount of such price deduction in accordance with Section 19. 13.2.3 Options The County's issuance of a Notice -to -Proceed with any Option by the number of Days after NTP 1 defined in Table 13.2.3 shall be considered direction to Contractor to prepare a Change Order which shall add the Option work to the scope of the Work for the Option price. TABLE 13.2.3 ISSUANCE OF NTPS FOR OPTIONS Option Description # of Days after NTP1 1 ARE #1 (Any elements not included in Proposal) 90 2 ARE #2 (Any elements not included in Proposal) 90 3 ARE #3 (Any elements not included in Proposal) 90 4 ARE #4 (Any elements not included in Proposal) 90 5 ARE #5 (Any elements not included in Proposal) 90 6 ARE #6 (Any elements not included in Proposal) 90 13.3 Procedure for Contractor Requested Change Orders 13.3.1 Eligible Changes The Contractor's entitlement to a Change Order for eligible changes is subject to the restrictions and limitations contained in this Section 13.3. 62 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13.3.1.1 Contract Price Increase The Contractor may request a Change Order to increase the Contract Price, subject to certain limitations with respect to delay and disruption damages as specified in Section 13.5.2, only for increased costs in the Work as follows: 1. Additional costs directly attributable to additional Work resulting from County -Directed Changes. 2. Additional costs directly attributable to County -Caused Delays. 3. Additional costs directly attributable to Necessary Design Changes, to the extent permitted in Section 13.8. 4. Additional costs directly attributable to Differing Site Conditions considered extraordinary circumstance(s), to the extent provided in Section 13.9. 5. Certain additional costs relating to Hazardous Substances, as described in Section 13.11, to the extent provided therein. 6. Certain additional costs relating to material errors in the ROW Plans, as described in Section 13.12, to the extent provided therein. 7. Additional costs directly attributable to uncovering, removing, and restoring Work, to the extent provided in Section 5.5.3. 8(a). Additional costs directly attributable to Force Majeure events, to the extent provided in Section 13.10. For purposes of Contractor's entitlement to costs directly attributable to Force Majeure events, the term "Force Majeure" shall mean any of the following events (provided such events are beyond the control of Contractor and are not due to an act or omission of Contractor or Contractor -Related Entity) which materially and adversely affects Contractor's obligations hereunder and which event (or the effects of which event) could not have been avoided or prevented by due diligence and use of reasonable efforts by Contractor: (i) A tornado or an earthquake; (ii) Any rebellion, war, riot, act of sabotage, terrorism, or civil commotion; (iii) The discovery at, near, or on the Site of any archaeological, paleontological or cultural resources or any biological resources (which term shall be deemed to mean any threatened or endangered species, raptors or eagles), provided that the existence of such resources was not disclosed in the RFP Documents; The suspension, termination, interruption, denial, failure to obtain, nonrenewal or amendment of any Environmental Approval, except as otherwise provided in Section 6.3; Any change in a Legal Requirement, change in the judicial interpretation of a Legal Requirement, or adoption of any new Legal Requirement, which is materially inconsistent with Legal Requirements in effect on the Proposal Due Date (excluding any such change or new Legal Requirement which was passed or adopted but not yet effective as of the Proposal Due Date), and which: (i) requires 63 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract a material modification in the Project Work; (ii) requires the Contractor to obtain a State or federal environmental approval not previously required for the Project; or (iii) specifically targets the Project or the Contractor; and (vi) Any lawsuit seeking to restrain, enjoin, challenge, or delay construction of the Project or the granting or renewal of any Governmental Approval of the Project, except to the extent that: (i) the risk of such lawsuit has been assumed by Contractor under Section 6.3; or (ii) the lawsuit otherwise arises out of any act, omission or breach of obligation of Contractor, a Subcontractor or any person for whom Contractor is contractually or legally liable. 8(b).For purposes of Contractor's entitlement to costs directly attributable to Force Majeure events, the term "Force Majeure" specifically excludes from its definition the following matters, which might otherwise be considered Force Majeure: (i) Fire or other physical destruction or damage, including lightning, explosion, drought, rain, flood not caused by the above -described events, hurricane, storm or action of the elements, or other acts of God; (ii) Except as provided in Subsection 9(a) above, explosion or malicious or other acts by Contractor or a Contractor -Related Entity intended to cause loss or damage or other similar occurrence; (iii) Strike, labor dispute, work slowdown, work stoppage, secondary boycott, walkout, or other similar occurrence; (iv) The suspension, termination, interruption, denial or failure to obtain, or nonrenewal of any Governmental Approval other than an Environmental Approval, unless such event is the result of a lawsuit as described in Section 9(a)(v) above; (v) The adoption or repeal of, or change in, a Legal Requirement which was passed but not yet effective as of the Proposal Due Date or which increases Contractor's costs but does not change the obligations to be performed by Contractor (except to the extent provided in Section 13.1.3); (vi) Any lawsuit relating to any New Environmental Approval, which is Contractor's risk under Section 6.3; (vii) Any Force Majeure event under a Utility Agreement unless the claimed Force Majeure event also constitutes Force Majeure as provided in Subsection 9(a) above; (viii) Any Utility Delays; and (ix) All other matters not caused by the County or beyond the control of the County and not listed in Section 9(a) above. 13.3.1.2 Time Extension The Contractor may request a Change Order to extend a Completion Deadline only for the following delays in the Critical Path: 64 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1. County -Caused Delays. 2. Delays directly attributable to Necessary Design Changes, to the extent permitted by Section 13.8. 3. Delays directly attributable to Differing Site Conditions considered extraordinary circumstances, to the extent permitted by Section 13.9. 4. Certain delays relating to Utility Work, as described in Section 6.2, to the extent permitted therein. 5. Certain delays relating to Hazardous Substances, as described in Section 13.11, to the extent permitted therein. 6. Certain delays relating to material errors in the ROW Plans, to the extent permitted by Section 13.12. 7. Delays directly attributable to Force Majeure events, to the extent permitted by Section 13.10. For purposes of Contractor's entitlement to a time extension hereunder, the term "Force Majeure" shall mean a loss, injury, or damage to the Work due to unforeseeable causes beyond the control of the Contractor or Contractor -Related Entities, including but not limited to acts of God, such as earthquake, flood, tornado, high winds, or other cataclysmic phenomenon of nature, or acts of the public enemy or of governmental authorities. 13.3.2 Conditions Precedent The requirements set forth in this Section 13.3.2 constitute conditions precedent to the Contractor's entitlement to request and receive a Change Order in all circumstances except those involving a request for a price increase under Section 11.1.3. The Contractor agrees that the filing of PCO Notices and subsequent filing of requests for Change Orders with the County pursuant to this Section 13.3.2 are necessary in order to begin the administrative process for Contractor -requested Change Orders. The Contractor understands that it shall be forever barred from recovering against the County under this Section 13 if it fails to give notice of any act, or failure to act, by the County or any of its representatives or the happening of any event, thing or occurrence pursuant to a proper PCO Notice, and thereafter complies with the remaining requirements of this Section 13.3. 13.3.2.1 Delivery of Potential Change Order (PCO) Notice The Contractor shall deliver to the County written notice ("PCO Notice") stating that an event or situation has occurred within the scope of Section 13.3.1.1 and/or 13.3.1.2 and shall state which subsection thereof is applicable. The first notice shall be labeled "PCO No. 1" and subsequent notices shall be numbered sequentially. Any notice regarding a situation involving a Necessary Design Change shall specifically state that it involves such a change. 13.3.2.1.1 Importance of Prompt Delivery Each PCO Notice shall be delivered as promptly as possible after the occurrence of such event or situation. If any PCO Notice is delivered later than ten days after the Contractor first discovered 65 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract (or should have discovered in the exercise of reasonable prudence) the occurrence which is described therein, the Contractor shall be deemed to have waived the right to collect any and all costs incurred prior to the date of delivery of the PCO Notice, and shall be deemed to have waived the right to seek an extension of any Completion Deadline with respect to any delay in the Critical Path which accrued prior to the date of delivery of the written notice. Furthermore, if any PCO Notice concerns any condition or material described in Section 5.3, the Contractor shall be deemed to have waived the right to collect any and all costs incurred in connection therewith to the extent that the County is not afforded the opportunity to inspect such material or condition before it is disturbed. The Contractor's failure to provide a PCO Notice within 30 days after the Contractor first discovered (or should have discovered in the exercise of reasonable prudence) the occurrence of a given event or situation shall preclude the Contractor from any relief, unless the Contractor can show, based on a preponderance of the evidence that: (i) the County was not materially prejudiced by the lack of notice; or (ii) the County's designated representative specified in accordance with Section 24.10 had actual knowledge (including all items (i) through (v) of Section 13.3.2.1.2), prior to the expiration of the 30 -Day period, of the event or situation and that the Contractor believed it was entitled to a Change Order with respect thereto. A PCO Notice shall be deemed delivered only if it fully conforms to the requirements of Section 13.3.2.1.2. 13.3.2.1.2 Contents of PCO Notice The PCO Notice shall: (i) state in detail the facts underlying the potential Change Order, the reasons why the Contractor believes additional compensation or time will or may be due and the date of occurrence; (ii) state in detail the basis that the work is not required by the Contract, if applicable; (iii) identify particular elements of Contract performance for which additional compensation may be sought under this Section 13; (vi) identify any potential Critical Path impacts; and (v) provide an estimate of the time within which a response to the notice is required to minimize cost, delay, or disruption of performance. 13.3.2.1.3 Notices Under Other Contract Provisions The written notification under Section 5.3 may also serve as a PCO Notice provided it meets the requirements for PCO Notices. 13.3.2.1.4 Failure to Provide Information Any adjustments made to the Contract shall not include increased costs or time extensions for delay resulting from the Contractor's failure to provide requested additional information under this Section 13.3.2.1. 13.3.2.2 Delivery of Requests for Change Orders (RCO) The Contractor shall deliver all requests for Change Orders under this Section 13.3 to the County within 30 days after delivery of the PCO Notice. The County may require design and construction costs to be covered by separate Change Order requests. If the Contractor requests a time extension, then the County, in its sole discretion, may require the Contractor to provide two alternative Change Order requests, one of which shall provide for a time extension and any additional costs permitted hereunder, and the other of which shall show all Acceleration Costs 66 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract associated with meeting the original Completion Deadlines, as well as any additional costs permitted hereunder. 13.3.2.3 Importance of Timely Delivery The Contractor acknowledges and agrees that, due to the limited availability of funds for the Project, timely delivery of notification of such events and situations and requests for Change Orders and updates thereto are of vital importance to the County. The County is relying on the Contractor to evaluate, promptly upon the occurrence of any event or situation, whether the event or situation will affect schedule or costs and, if so, whether the Contractor believes a time extension and/or price increase is required hereunder. If an event or situation occurs which may affect the Contract Price or a Completion Deadline, the County will evaluate the situation and determine whether it wishes to make any changes to the definition of the Project so as to bring it within the County's funding and time restraints. The following matters (among others) shall be considered in determining whether the County has been prejudiced by the Contractor's failure to provide timely notice: 1. The effect of the delay on alternatives available to the County (that is, a comparison of alternatives which are available at the time notice was actually given and alternatives which would have been available had notice been given within ten days after occurrence of the event or when such occurrence should have been discovered in the exercise of reasonable prudence). 2. The impact of the delay on the County's ability to obtain and review objective information contemporaneously with the event. 13.3.2.4 Subcontractor Claims Prior to submission by the Contractor of any request for a Change Order to the County which is based in whole or in part on a request by a Subcontractor to the Contractor for a price increase or time extension under its Subcontract, the Contractor shall have reviewed all claims by the Subcontractor which constitute the basis for the request for Change Order and determined in good faith that each such claim is justified hereunder and that the Contractor is justified in requesting an increase in the Contract Price and/or change in Completion Deadlines in the amounts specified in the request for Change Order. Each request for Change Order involving Subcontractor Work shall include a sworn certification in form acceptable to the County signed by the Contractor's Project Manager stating that the Contractor has investigated the basis for the Subcontractor's claims and has determined that all such claims are justified as to entitlement and amount of money and/or time requested and has no reason to believe and does not believe that the factual basis for the Subcontractor's claim is falsely represented. Any request for Change Order involving Subcontractor Work shall be considered incomplete if it is not accompanied by such certification. 13.3.3 Performance of Disputed Work If the County refuses to issue a Change Order based on the Contractor's request, the Contractor shall nevertheless perform all work as specified in an appropriate Directive Letter, with the right 67 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract to submit the issue of entitlement to a Change Order to dispute resolution in accordance with Section 19. The Contractor shall maintain and deliver to the County, upon request, contemporaneous records, meeting the requirements of Section 13.7.7, for all work performed which the Contractor believes constitutes extra work, until all Disputes regarding entitlement or cost of such work are resolved. 13.4 Contents of Change Orders 13.4.1 Form of Change Order Each Change Order form and request for Change Order shall meet all applicable requirements of this Section 13 and shall include a Cost Analysis to be prepared in the form attached as Exhibit G. The completed and/or modified Work Order Form described in Section 6.2 shall be considered an appropriate form, where applicable. 13.4.2 Scope of Work, Cost Estimate, Delay Analysis, and Information Regarding Change The Contractor shall prepare a scope of work, cost estimate, impacted delay analysis, if any and other information as required by this Section 13.4.2 for each Change Order form and request for Change Order. 13.4.2.1 Scope of Work The scope of work shall describe in detail satisfactory to the County all Activities associated with the Change Order, including a description of additions, deletions and modifications to the existing Contract requirements. 13.4.2.2 Cost Estimate The cost estimate shall set out the estimated costs in such a way that a fair evaluation can be made. It shall include a breakdown for labor, materials, equipment, overhead (which includes all indirect costs) and profit, unless the County agrees otherwise. The estimate shall include costs allowable under Section 13.5.2, if any. If the work is to be performed by Subcontractors and if the work is sufficiently defined to obtain Subcontractor quotes, the Contractor shall obtain quotes (with breakdowns showing cost of labor, materials, equipment, overhead and profit) on the Subcontractor's stationery and shall include such quotes as back-up for the Contractor's estimate. No mark-up shall be allowed in excess of the amounts allowed under Sections 13.5.2 and 13.7. 13.4.2.3 Impacted Delay Analysis If the Contractor claims that such event, situation or change affects the Critical Path, it shall provide an impacted delay analysis indicating all Activities represented or affected by the change, with Activity numbers, durations, predecessor and successor Activities, resources and cost, and with a narrative report, in a form satisfactory to the County, which compares the proposed new schedule to the Original Baseline Schedule, Current Baseline Schedule or Revised Baseline Schedule, as appropriate. Except as otherwise provided in this Section, the impacted delay analysis shall only modify the Activities, which have been impacted by the event which justifies the extension. The Contractor may reschedule Activities not otherwise affected by the 68 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract event, in order to take advantage of additional Float available as a result of the requested time extension. Any such rescheduling shall be reflected in the impacted delay analysis. 13.4.2.4 Other Supporting Documentation The Contractor shall provide such other supporting documentation as may be required by the County. 13.4.3 Justification All requests for Change Orders shall include a narrative justification therefore, detailing all causes of the proposed change, making specific reference to the applicable provisions of this Section 13 which permit a Change Order to be issued, and describing the data and documents which establish the necessity of such proposed change. 13.4.4 Contractor Representation Each Change Order (other than Change Orders issued unilaterally by the County) shall contain a sworn certification in form acceptable to the County by the Contractor that the amount of time and/or compensation requested includes all known and anticipated impacts or amounts, direct, indirect and consequential, which may be incurred as a result of the event or matter giving rise to such proposed change and that the Contractor has no reason to believe and does not believe that the factual basis for the Change Order is falsely represented. 13.4.5 Incomplete Change Orders Each request for Change Order provided under Section 13.3 shall meet all requirements set forth in this Section 13.4; provided that if any such requirements cannot be met due to the nature of the occurrence, the Contractor shall provide an incomplete request for Change Order, which shall: 1. Comply with all requirements capable of being met. 2. Include a list of requirements, which are not fulfilled together with an explanation reasonably satisfactory to the County stating why such requirements cannot be met. 3. Provide such information regarding projected impact on the Critical Path as is requested by the County. 4. In all events include sufficient detail to ascertain the basis for the proposed Change Order and for any price increase associated therewith, to the extent such amount is then ascertainable. The Contractor shall furnish, when requested by the County, such further information and details as may be required to determine the facts or contentions involved. The Contractor agrees that it shall give the County access to any and all of the Contractor's books, records, and other materials relating to the Work, and shall cause its Subcontractors to do the same, so that the County can investigate the basis for such proposed Change Order. The Contractor shall provide the County with a monthly update to all outstanding incomplete requests for Change Orders, describing the status of all previously unfulfilled requirements and stating any changes in 69 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract projections previously delivered to the County, time expenditures to date and time anticipated for completion of the Activities for which the time extension is claimed. The County may reject the Contractor's claim at any point in the process. Once a complete request for Change Order is provided, the County's failure to respond thereto within 14 days of delivery of the request shall be deemed a rejection of such request. Although the County intends to review incomplete Change Orders for the purposes described in Section 13.3, the County shall have no obligation to review the backup associated with any request for Change Order until a complete request for Change Order is provided. 13.5 Certain Limitations 13.5.1 Limitation on Contract Price Increases Any increase in the Contract Price allowed hereunder shall exclude: 1. Costs caused by the breach of contract or fault or negligence, or act or failure to act of any Contractor -Related Entity. 2. Costs, which could reasonably have been avoided by the Contractor -Related Entity, including by resequencing, reallocating, or redeploying its forces to other portions of the Work or to other activities unrelated to the Work (including any additional costs reasonably incurred in connection with such reallocation or redeployment). 3. Costs for any rejected Work which failed to meet the requirements of the Contract Documents and any necessary remedial Work. 13.5.2 Limitation on Acceleration Costs; Delay and Disruption Damages 13.5.2.1 Acceleration Costs; Delay, and Disruption Damages Acceleration Costs shall be compensable hereunder only with respect to Change Orders issued by the County as an alternative to allowing an extension of a Completion Deadline as contemplated by Sections 13.2 and 13.3.2.2. Delay and disruption damages shall be compensable hereunder only in the case of a delay which qualifies as a County -Caused Delay to the extent that it entitles the Contractor to an extension of a Completion Deadline. Costs of rearranging the Contractor's work plan not associated with an extension of a Completion Deadline shall not be compensable hereunder. 13.522 Other Limitations Delay and disruption damages shall be limited to direct costs directly attributable to the delays described in Section 13.5.2.1 and mark-ups thereon in accordance with Section 13.7 and any additional field office and jobsite overhead costs incurred by the Contractor directly attributable to such delays. In addition, before the Contractor may obtain any increase in the Contract Price to compensate for any delay and disruption damages or Acceleration Costs, the Contractor shall have demonstrated to the County's satisfaction that: 1. Its schedule, which defines the affected Critical Path in fact sets forth a reasonable method for completion of the Work. 70 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 2. The change in the Work or other event or situation, which is the subject of the requested Change Order, has caused or will result in an identifiable and measurable disruption of the Work, which impacted the Critical Path Activity. 3. The delay or disruption damage was not due to any breach of contract or fault or negligence, or act or failure to act of any Contractor -Related Entity, and could not reasonably have been avoided by the Contractor, including by resequencing, reallocating or redeploying its forces to other portions of the Work or other activities unrelated to the Work (subject to reimbursement for additional costs reasonably incurred in connection with such reallocation or redeployment). 4. The delay for which compensation is sought is not concurrent with any other delay excluding County -Caused Delays. 5. The Contractor has suffered or will suffer actual costs due to such delay, each of which costs shall be documented in a manner satisfactory to the County. 13.5.3 Limitation on Time Extensions Any extension of a Completion Deadline allowed hereunder shall exclude any delay to the extent that it: 1. Did not impact the Critical Path affecting a Completion Deadline. 2. Was due to the fault or negligence, or act or failure to act of any Contractor -Related Entity. 3. Could reasonably have been avoided by the Contractor, including by resequencing, reallocating or redeploying its forces to other portions of the Work (provided that if the request for extension involves a County -Caused Delay, the County shall have agreed, if requested to do so, to reimburse the Contractor for its costs incurred, if any, in resequencing, reallocating, or redeploying its forces). The Contractor shall be required to demonstrate to the County's satisfaction that the change in the Work or other event or situation which is the subject of the request for Change Order seeking a change in a Completion Deadline has caused or will result in an identifiable and measurable disruption of the Work which has impacted the Critical Path Activity affecting a Completion Deadline. 13.6 Pricing of Change Orders The County and the Contractor (on its own behalf and on behalf of its Subcontractors) shall endeavor to negotiate, in good faith, a reasonable cost for each Change Order, provided that Change Orders issued under Section 13.2.2 are not subject to negotiations. Subject to the foregoing exceptions, in general the price of a Change Order shall be negotiated in accordance with this Section 13.6 or shall be based on Time and Materials records pursuant to Section 13.7. 71 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13.6.1 Contents A negotiated Change Order shall specify, as applicable, scheduling requirements, time extensions, if any, and all costs of any nature arising out of the Work covered by the Change Order. Notwithstanding the foregoing, the parties may mutually agree to use a multiple -step process involving issuance of a Change Order which includes an estimated design cost and which provides for another Change Order modifying the first Change Order to be issued after a certain design level has been reached, thus allowing a refinement and definition of the estimated construction cost. 13.6.2 Unit Price Change Orders The County and the Contractor may agree to negotiate unit prices for changed Work. Measurement of unit -priced quantities will be as specified in the Change Order. Unit prices shall be deemed to include all costs for labor, material, overhead and profit, and shall not be subject to change regardless of any change in the estimated quantities. Unit -priced Change Orders shall initially include an estimated increase in the Contract Price based on estimated quantities. Upon final determination of the quantities, the County will issue a modified Change Order setting forth the final adjustment to the Contract Price. 13.6.3 Added, Deleted, or Both Added and Deleted Work When the Change Order adds Work to the Contractor's scope, deletes Work from the Contractor's scope (including deletion of any Work contained in the Contract that is found to be unnecessary), or both adds and deletes Work, the increase or decrease in the Contract Price shall be negotiated based on estimated costs of labor, material and equipment, or shall be based on actual costs in accordance with Section 13.7. For negotiated Change Orders, mark-ups for profit and overhead shall be as provided in Section 13.7, and risk associated with the Work described in the Change Order shall be addressed through an additional amount agreed to by the County and the Contractor. 13.7 Time and Materials Change Orders The County may at its discretion issue a Time and Materials Change Order whenever the County determines that a Time and Materials Change Order is advisable. The Time and Materials Change Order shall instruct the Contractor to perform the Work, indicating expressly the intention to treat the items as changes in the Work, and setting forth the kind, character, and limits of the Work as far as they can be ascertained, the terms under which changes to the Contract Price will be determined and the estimated total change in the Contract Price anticipated there under. Upon final determination of the allowable costs, the County shall issue another Change Order modifying the prior Change Order setting forth the final adjustment to the Contract Price. The following costs and mark-ups (and no others) shall be used for calculating the change in the Contract Price. No direct compensation will be allowed for other miscellaneous costs for which no specific allowance is provided in this Section 13.7. 13.7.1 Labor Costs The cost of labor shall be separated into construction -related Work and non -construction -related Work as described below. The use of a labor classification that would increase the extra work 72 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract cost will not be permitted unless the Contractor establishes the necessity for such additional costs. The cost of labor shall be calculated based on straight time for all hours worked, unless the Contractor obtains the County's prior Approval for overtime. 13.7.1.1 Construction Labor The cost of labor for workers used in the actual and direct performance of construction -related Work, whether provided by the Contractor or a Subcontractor, will equal the sum of the following: (i) Actual unburdened wages (i.e. the base wage paid to the employee exclusive of any fringe benefits); plus (ii) a labor surcharge of 67 percent of actual unburdened wages, which shall constitute full compensation for all state and federal payroll, unemployment and other taxes, insurance, fringe benefits (including health insurance, retirement plans, vacation, sick leave, and bonuses) and all other payments made to, or on behalf of, the workers, in excess of actual wages, as well as for overhead. 13.7.1.2 Non -Construction Labor The cost of labor for non -construction -related Work, whether provided by the Contractor or a Subcontractor, will equal the sum of the following: (i) Actual wages (i.e. the base wage paid to the employee exclusive of any fringe benefits); plus (ii) Actual direct costs paid to, or on behalf of, workers (subject to audit under Section 22.3), including all state and federal payroll, unemployment and other taxes, insurance, fringe benefits (including health insurance, retirement plans, vacation, sick leave and bonuses) and overhead, but not to exceed 140 percent. 13.7.2 Material Costs Material costs shall be the actual cost of all materials to be used in the performance of construction Work including normal wastage allowance as per industry standards, subject to the requirements set forth in this Section 13.7.2. The material prices shall be supported by valid quotes and invoices from the Suppliers. The cost shall include applicable sales taxes, freight and delivery charges and any allowable discounts (exclusive of machinery rentals). The County reserves the right to Approve materials and sources of supply of materials to be furnished by the Contractor or Subcontractors, and shall have the right to furnish such materials as it deems advisable. The price allowed for materials shall be adjusted as follows: 13.7.2.1 Affiliated Source of Supply If the materials are obtained from a supply or source owned in whole or in part by the Contractor or a Subcontractor, the cost of such materials shall not exceed the lesser of the lowest price charged by the Contractor or such Subcontractor (as applicable) for similar materials furnished to other jobs or the current wholesale price for such materials delivered to the Site. 13.7.2.2 Excessive Cost If the cost of such materials is, in the opinion of the County, excessive, then the cost allowed for such materials shall be the lowest current wholesale price at which such materials were available, in the quantities needed and delivered to the Site. 73 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13.7.2.3 Evidence of Cost If the Contractor or any Subcontractor (as applicable) does not furnish satisfactory evidence of the cost of such materials from the actual supplier thereof within 60 days after the date of delivery of the material, the County reserves the right to establish the cost of such materials at the lowest current wholesale prices at which such materials were available, in the quantities needed and delivered to the Site. 13.7.3 Equipment 13.7.3.1 Blue Book Contractor will be paid for the use of equipment owned or rented by Contractor or any Subcontractor for actual use in construction of the Project at an hourly rate derived from the most recently published Rental Rate Blue Book for Construction Equipment by Dataquest, Inc., San Jose, California which is in effect at the time of commencement of the changed Work (the "Blue Book"). The total hourly rates derived from the above publication are computed from equipment costs currently in effect. The rates derived do not include costs for operating personnel. The rates require adjustment by a Regional Factor and a Depreciation Factor found in the front of each chapter in the Blue Book. 13.7.3.2 Rate Categories Equipment use rates fall in the following two categories: (a) Operating Rate: This rate applies to those hours the equipment is actually in use, includes ownership and operating costs, and shall equal the Blue Book monthly rate adjusted for year of manufacture divided by 176 times the Regional Factor of 1.06 plus the estimated hourly operating costs from the Blue Book. (b) Standby Rate: This rate applies to equipment required to be at the Site but not operating, includes ownership costs only, and shall equal the Blue Book monthly rate adjusted for year of manufacture divided by 176 times the Regional Factor of 1.06 times 0.5. The duration of allowable standby time is to be Approved in writing by the County with a maximum of eight hours per day or 40 hours in a normal week. When the "manufacturer's rated capacity" falls between those shown in the Blue Book, the closest rated capacity will be used, without interpolation. All rates shall be agreed upon in writing before work is begun. Payment will not be made for pickup trucks used solely for transportation. 13.7.3.3 Specialized Equipment In cases where the equipment to be used is specialized in nature and is not available in Contractor's inventory and is rented or leased from an outside agency a 10 percent allowance will be added on the first $5,000 plus 5 percent of the balance in excess of $5,000 for overhead for all rented or leased equipment paid for by invoices. Where the rate charged by the agency exceeds 74 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract the rate determined by the Blue Book, the rental or lease agreement shall be submitted to the County for Approval. The equipment operating costs from the Blue Book will be paid for rented or leased equipment for each hour the equipment was actually used. 13.7.3.4 Rented Equipment In those cases where the required equipment is in Contractor's or Subcontractor's available inventory but not on the Site, the equipment may be rented from a local source. The County may Approve rental rates for equipment obtained from local sources when such rates are within 10 percent of rates in the Blue Book. When the equipment use is of short duration (less than a week) "move -in" and "move -out" costs for equipment owned by Contractor or Subcontractors may be considered when comparing rental costs of equipment obtained from local sources. This option will only be allowed when the cost of locally rented equipment would be less than using owned equipment, including "move -in" and "move -out" charges. Such rentals must be supported by a cost analysis indicating the method used was the least expensive. Should equipment be rented even though it is of a type that is in Contractor's or Subcontractor's inventory and the rental costs exceed that allowed by this paragraph, Contractor will be reimbursed for such equipment based on the rates in the Blue Book. 13.7.3.5 Small Tools The rates paid as above provided shall be deemed to include compensation for the cost of fuel, oil, lubricants, supplies, small tools, necessary attachments, repairs and maintenance of all kinds, depreciation, storage, insurance and all incidentals. Individual pieces of equipment or tools not listed in the Blue Book and having an individual replacement value of $1,000 or less, whether or not consumed by use, shall be considered to be small tools. Equipment rental rates not provided by the Blue Book must be Approved by the County before the start of any Change Order Work. 13.7.3.6 Equipment Operators Equipment operators will be paid for as stipulated in Section 13.7.1. 13.7.3.7 Condition of Equipment All equipment shall be in good working condition and suitable for the purpose for which the equipment is to be used. 13.7.3.8 Classification of Equipment Unless otherwise specified, manufacturer's ratings and manufacturer -approved modifications shall be used to classify equipment for the determination of applicable rental rates. 13.7.3.9 Computation of Time The time to be paid for use of equipment on the Site shall be the time the equipment is in operation on the Time and Materials Change Order Work being performed. The time shall include the reasonable time required to move the equipment to the location of the Time and Materials Change Order Work and return it to the original location or to another location 75 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract requiring no more time than that required to return it to its original location. Moving time will not be paid for if the equipment is also used at the Site other than for Time and Materials Change Order Work. Loading and transporting costs will be allowed, in lieu of moving time, when the equipment is moved by means other than its own power. No payment for loading and transporting will be made if the equipment is also used at the Site other than for Time and Materials Change Order Work. Time will be computed in half and full hours. In computing the time for use of equipment, less than 30 minutes shall be considered one-half hour. 13.7.4 Permit Fees The Contractor will be reimbursed for the cost of any additional permit fees payable as the result of the change in the Work. Back-up documentation supporting each cost item for this category shall be provided by the Contractor and Approved by the County prior to any payment authorization being granted. 13.7.5 Subcontracted Work The County will pay the Contractor one, and only one, mark-up on Subcontracted Work. This mark-up shall fully compensate the Contractor (and all Subcontractors) for administration, general superintendence, overhead, profit and expenses not otherwise recoverable with respect to subcontracted Work. No mark-up shall be allowed for: (i) Subcontracts with Affiliates; or (ii) Subcontracts with Suppliers. 13.7.6 Mark -Ups In addition to the added costs as determined above, Contractor will be paid mark-ups in accordance with CDOT Standard Specifications for Road and Bridge Construction, No. 109.04. 13.7.7 Time and Materials Records 13.7.7.1 Collection and Maintenance of Data The Contractor shall maintain its records in such a manner as to provide a clear distinction between: (i) the direct cost of Work for which it is entitled (or for which it believes it is entitled) to an increase in the Contract Price; and (ii) the costs of other operations. The Contractor shall contemporaneously collect, record in writing, segregate, and preserve: (i) all data necessary to determine the costs described in this Section 13.7 with respect to all Work which is the subject of a Change Order or a requested Change Order, specifically including costs associated with design Work as well as Utility Relocations, but specifically excluding all negotiated Change Orders (except for lump sum Work Orders that are also Change Orders as described in Section 13.1.1.1); and (ii) all data necessary to show the actual impact (if any) of the change on the Critical Path affecting a Completion Deadline with respect to all Work which is the subject of a Change Order or a proposed Change Order, if the impact on the Critical Path affecting a Completion Deadline is in dispute. Such data shall be provided pursuant to Section 20, on forms Approved by the County. The cost of furnishing such reports is included in the Contractor's predetermined overhead and profit mark-ups. 76 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13.7.7.2 Daily Reports The Contractor shall furnish daily, on forms Approved by the County, reports of Time and Materials Change Order Work. The cost of furnishing such reports shall be included in the Contractor's overhead and profit percentages. The reports shall include: 1. Name, classification, date, daily hours, total hours, rate, and extension for each worker (including both construction and non -construction personnel) and foreman. 2. Designation, dates, daily hours, total hours, rental rate, and extension for each unit of machinery and equipment. 3. Quantities of materials, prices and extensions. 4. Transportation costs of materials, machinery, and equipment. 5. Invoices for materials used and for transportation charges. The reports shall also state the total costs to date for the Time and Materials Change Order Work. 13.7.7.3 Materials If materials used on the Time and Materials Change Order Work are not specifically purchased for the Work but are taken from the Contractor's stock, the Contractor shall furnish an affidavit certifying that such materials were taken from the Contractor's stock, that the quantity claimed was actually used, and that the price and transportation costs claimed represent actual costs to the Contractor. 13.7.7.4 Reports as Basis for Payment All Time and Materials Change Order reports shall be signed by the Contractor's Project Manager. The County will compare its records with the Contractor's reports, make the necessary adjustments and compile the costs of Time and Materials Change Order Work. When such reports are agreed upon and signed by both parties, they will become the basis of payment, but shall not preclude subsequent adjustment based on a later audit. The Contractor's (and each Subcontractor's) cost records pertaining to Work paid for on a time and materials basis shall be open, during all regular business hours, to inspection or audit by representatives of the County during the life of the Contract and for a period of not less than seven years after Final Acceptance, and the Contractor (and each Subcontractor) shall retain such records for that period. If an audit is to be commenced more than 60 days after Final Acceptance, the Contractor will be given a 20 -day notice of the time when such audit is to begin. 13.8 Necessary Design Changes 13.8.1 Increase in Contract Price and/or Extension of Completion Deadlines Upon the Contractor's fulfillment of all applicable requirements of Section 13, and subject to the limitations contained therein, if a Necessary Design Change increases the cost and/or time to perform the Work, the Contractor shall be entitled to an increase in the Contract Price and/or an extension of the Completion Deadlines, excluding any costs and/or time that could have been avoided by the Contractor; provided, however, the Contractor shall not be entitled to an increase 77 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract in the Contract Price or an extension of the Completion Deadlines in connection with Errors resulting from Approved ATCs incorporated in the Contract Documents. 13.8.2 Decrease in Contract Price and/or Extension of Completion Deadlines If a Necessary Design Change decreases the cost and/or time to perform the Work, the Contract Price and/or Completion Deadlines shall be decreased accordingly. 13.8.3 Change in Basic Configuration or Temporary Configuration Resulting from Value Engineering Change Proposal If a VECP results in a material change in Basic Configuration or Temporary Configuration, any cost savings from such VECP shall be shared in accordance with Section 12. 13.9 Differing Site Conditions As a result of this project being design -build, it is the County's expectation to complete this project with no change orders resulting in additional cost unless such change orders are initiated by the County. Change orders will only be entertained by the County in the event of extraordinary circumstances. It is anticipated that change orders relating to reductions in costs and County initiated change orders may occur. In accordance with Addendum 15, Contractor shall not be entitled to a change order for Differing Site Conditions. By way of example, Differing Site Conditions include but are not limited to the following (if not considered extraordinary circumstances): 1. Encountering groundwater 2. Discovery of debris (buried or unburied) within the ROW 3. Existing asphalt thicknesses that are different than expected 4. Lack of on -site R-40 material 5. Increased costs due to relocations of utilities and/or gas/oil facilities 6. Increased costs due to ROW or easement acquisitions 7. Discovery of septic systems, leach fields, or other ancillary wastewater infrastructure 8. Discovery of unknown irrigation facilities, landscape irrigation systems, or water wells 9. Suitable soils for structural foundations 10. Muck excavation — see Project Special Provision Section 203.09(a) in Addendum 13 13.9.1 Responsibilities of the County Upon the Contractor's fulfillment of all applicable requirements of Sections 5.3 and 13, and subject to the limitations contained therein, the County shall be responsible for, and agrees to issue Change Orders to: (i) compensate the Contractor for additional costs directly attributable to changes in the Work arising from Differing Site Conditions considered to be an extraordinary circumstanceand (ii)extend the Completion Deadlines as the result of any delay in the Critical Path caused by any such conditions. 78 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 13.9.2 Burden of Proof The Contractor shall bear the burden of proving that a Differing Site Condition is an extraordinary circumstance. and that it could not reasonably have worked around the Differing Site Condition so as to avoid additional cost. Each request for a Change Order relating to a Differing Site Condition shall be accompanied by a statement signed by a qualified professional setting forth all relevant assumptions made by the Contractor with respect to the condition of the Site, justifying the basis for such assumptions, explaining exactly how the existing conditions are eligible for a Change Order under the terms of this Book 1, and stating the efforts undertaken by the Contractor to find alternative design or construction solutions to eliminate or minimize the problem and the associated costs. 13.10 Certain Events Upon the Contractor's fulfillment of all applicable requirements of Section 13, and subject to the limitations contained therein, the County shall be responsible for, and agrees to issue Change Orders: (i) to compensate the Contractor for additional costs directly attributable to the events set forth in Section 13.3.1.1; and/or (ii) extend the applicable Completion Deadlines as the result of any delay in the Critical Path affecting a Completion Deadline caused by a Force Majeure event as defined in 13.3.1.2. 13.11 Hazardous Substances Management Except as expressly provided in this Section 13.11, the Contract Price includes the cost of all Activities to be performed by the Contractor as described in Book 2, Section 5. (Accordingly, compensation for certain Activities required under Book 2, Section 5.0, including investigating, monitoring, characterizing and testing, are included in the Contract Price and the Contractor shall not be entitled to additional payment under Section 13.11.1 therefore.) 13.11.1 Price Increase Subject to Section 13.11.3, the Contractor shall be entitled to payment for Remediation Work (excluding those conditions for which the Contractor has agreed to be responsible as described in Section 18.1.1(7)) through a Change Order priced in accordance with Section 13.6 or 13.7. 13.11.2 Time Extension The Contractor shall be entitled to an extension of the Completion Deadlines to the extent that any delay in the Critical Path affecting a Completion Deadline is directly attributable to Remediation Work compensable under Section 13.11.1. 13.11.3 Limitations on Change Orders All Change Orders authorized by this Section 13.11 shall be subject to the restrictions, limitations and procedures set forth in Section 13. Allowable costs shall be limited to the incremental costs associated with the fact that Hazardous Substances subject to Remediation Work compensable under Section 13.11.1 are present (deducting any avoided costs such as re- use and/or disposal of Non -Hazardous Substances) after completion of the testing process to determine whether Hazardous Substances are present. 79 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract The Contractor shall take all reasonable steps to minimize any such costs. In addition, compensation for Remediation Work compensable under Section 13.11.1 will not be allowed unless the Contractor demonstrates to the County's satisfaction that: (i) the Remediation Work could not have been avoided by reasonable design modifications or construction techniques; and (ii) the Contractor's plan for the Remediation Work represents the approach which is most beneficial to the Project and the public. The Contractor shall provide the County with such information, analyses and certificates as may be requested by the County in order to enable a determination regarding eligibility for payment. 13.12 Material Errors in Right -of -Way Plans Upon the Contractor's fulfillment of all applicable requirements of this Section 13, and subject to the limitations contained therein, the County shall be responsible for, and agrees to issue Change Orders: (i) to compensate the Contractor for additional costs directly attributable to material errors in the right-of-way limits indicated in the ROW Plans as of June 30, 2016; and (ii) to extend the Completion Deadlines as the result of any delay in the Critical Path caused by any such errors. The Contractor shall provide written notice to the County immediately upon discovery of any such material error. The County, in the County's sole discretion, shall have the right to cure any such error such as by acquiring additional property. 13.13 Waiver THE CONTRACTOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN THE WORK, DELAY OR ACCELERATION (INCLUDING ANY CHANGE, DELAY, SUSPENSION OR ACCELERATION WHICH, BUT FOR THE EXPRESS TERMS OF THE CONTRACT DOCUMENTS, COULD BE INFERRED OR IMPLIED AT LAW) FOR WHICH THE CONTRACTOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY CHANGE REQUEST FOR CHANGE ORDER, AND AGREES THAT THE CONTRACTOR SHALL BE ENTITLED TO NO COMPENSATION OR DAMAGES WHATSOEVER IN CONNECTION WITH THE WORK EXCEPT TO THE EXTENT THAT THE CONTRACT DOCUMENTS EXPRESSLY SPECIFY THAT THE CONTRACTOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION OR DAMAGES. IF A DEADLINE IS MISSED THAT DOES NOT PREJUDICE EITHER PARTY, FURTHER RELIEF SHALL BE ALLOWED. 13.14 Disputes If the County and the Contractor agree that a request to increase the Contract Price and/or extend any Completion Deadline by the Contractor has merit, but are unable to agree as to the amount of such price increase and/or time extension, the County agrees to mark up the Change Order request or Change Order form, as applicable, provided by the Contractor to reduce the amount of the price increase and/or time extension as deemed appropriate by the County. In such event, the County will execute and deliver the marked -up Change Order to the Contractor within a reasonable period after receipt of a request by the Contractor to do so, and thereafter will make payment and/or grant a time extension based on such marked -up Change Order. The failure of 80 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract the County and the Contractor to agree to any Change Order under this Section 13 (including agreement as to the amount of compensation allowed under a Time and Materials Change Order and the disputed amount of the increase in the Contract Price and/or extension of a Completion Deadline in connection with a Change Order as described above) shall be a Dispute to be resolved pursuant to Section 19. Except as otherwise specified in the Change Order, execution of a Change Order by both parties shall be deemed accord and satisfaction of all claims by the Contractor of any nature arising from or relating to the Work covered by the Change Order. The Contractor's Claim and any award by the dispute resolver shall be limited to the incremental costs incurred by the Contractor with respect to the disputed matter (crediting the County for any corresponding reduction in the Contractor's other costs) and shall in no event exceed the amounts allowed by Section 13.7 with respect thereto. 13.15 No Release or Waiver 13.15.1 Extension of Time for Performance No extension of time granted hereunder shall release the Contractor's Surety from its obligations. The County shall not be deemed to have waived any rights under the Contract (including its right to abrogate the Contract for abandonment or for failure to complete within the time specified, or to impose and deduct damages as may be provided herein) as the result of any grant of an extension of time beyond the date fixed for the completion of any part of the Work, any acceptance of performance of any part of the Work after a Completion Deadline, or the making of any payments to the Contractor after such date. 13.15.2 No Change Order Based on Course of Conduct or Order by Unauthorized Person No course of conduct or dealings between the parties, or express or implied acceptance of alterations or additions to the Work, and no claim that the County has been unjustly enriched shall be the basis for any claim, request for additional compensation or extension of a Completion Deadline. Further, the Contractor shall undertake, at its risk, work included in any request, order or other authorization issued by a person in excess of that person's authority as provided herein, or included in any oral request. The Contractor shall be deemed to have performed such work as a volunteer and at its sole cost. In addition, the County may require the Contractor to remove or otherwise undo any such work, at the Contractor's sole cost. 81 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 14.0 SUSPENSION OF WORK 14.1 Suspension for Convenience The County may, at any time and for any reason, by written notice, order the Contractor to suspend all or any part of the Work required under the Contract Documents for the period of time that the County deems appropriate for the convenience of the County. The Contractor shall promptly comply with any such written suspension order. The Contractor shall promptly recommence the Work upon receipt of written notice from the County directing the Contractor to resume Work. Suspensions related to seasonal or climatic conditions, or Force Majeure events shall not be considered a County -Caused Delay. 14.2 Suspension for Cause The County has the authority by written order (written direction provided by Weld County) to suspend the Work without liability to the County wholly or in part for the Contractor's failure to: 1. Correct conditions unsafe for the Project personnel or general public. 2. Comply with any Governmental Approval, Legal Requirement, or otherwise carry out the requirements of the Contract. 3. Carry out orders of the County. 4. Comply with environmental requirements or requirements for developing and implementing the Quality Management Plan. The Contractor shall promptly comply with any such written suspension order. The Contractor shall promptly recommence the Work upon receipt of written notice from the County directing the Contractor to resume Work. 14.3 Contractor Responsibilities During Suspension During periods that Work is suspended, the Contractor shall continue to be responsible for the Work and shall prevent damage or injury to the Project and other facilities in the Project vicinity, provide for drainage, obtain and maintain compliance with all Governmental Approvals, maintain all Contractor -provided insurance and bonds and erect necessary temporary structures, signs or other facilities required to maintain the Project and other facilities in the Project vicinity. During any suspension period, unless otherwise directed by the County, the Contractor shall continue to be responsible for maintenance of traffic in accordance with the Traffic Management Plan and Section 16 of Book 2, for plant and landscape maintenance in accordance with Section 17 of Book 2 and for maintenance during construction in accordance with Section 18 of Book 2. If the suspension is for the County's convenience, the additional work performed by the Contractor during the suspension period shall be considered County -Directed Changes. 82 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 15.0 TERMINATION FOR CONVENIENCE 15.1 Notice of Termination The County may terminate the Contract and the performance of the Work by the Contractor in whole or, from time to time, in part, if the County determines, in its sole discretion, that a termination is in the best public, State or national interest to do so. The County shall notify the Contractor of its decision to terminate by delivering to the Contractor a written Notice of Termination specifying the extent of termination and its effective date. Termination (or partial termination) of the Contract shall not relieve any Surety of its obligation for any claims arising out of the Work performed. 15.2 Contractor Responsibilities Upon Termination After receipt of a Notice of Termination, and except as otherwise directed by the County, the Contractor shall immediately proceed as follows, regardless of any delay in determining or adjusting any amounts due under this Section 15. 1. Stop Work as specified in the notice. 2. Communicate such notice to all affected Subcontractors and that their Subcontracts are not to be further performed unless otherwise authorized in writing by the County. 3. Place no further Subcontracts or orders for materials, services or facilities, except as necessary to complete the continued portion of the Work, if any, or for mitigation of damages. 4. Terminate all Subcontracts to the extent that they relate to the Work terminated. 5. Assign to the County in the manner, at the times, and as and to the extent directed by the County, all of the right, title and interest of the Contractor under the Subcontracts so terminated, in which case the County will have the right, in its sole discretion, to accept performance, settle or pay any or all claims arising out of the termination of such Subcontracts. 6. Settle all outstanding liabilities and claims arising out of such termination of Subcontracts, with the Approval or ratification of the County, to the extent it may be required, which Approval or ratification shall be final. 7. Provide the County with an inventory list of all materials previously produced, purchased or ordered from Suppliers for use in the Work and not yet used in the Work, including its storage location, as well as any documentation or other property required to be delivered hereunder which is either in the process of development or previously completed but not yet delivered to the County, and such other information as the County may request; and transfer title and deliver to the County, in the manner, at the times, and as and to the extent, if any, directed by the County: (i) fabricated or unfabricated parts, the Work in process, completed Work, supplies and other material produced or acquired for the Work terminated; and (ii) the Design Documents, Construction Documents and all other completed or partially completed drawings (including plans, elevations, Sections, details and diagrams), specifications, records, samples, information and other property that would have been required to be furnished to the County if the Work had been completed. 83 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 8. Complete performance in accordance with the Contract Documents of all Work not terminated. 9. Take all action that may be necessary, or that the County may direct, for the safety, protection and preservation of: (i) the public, including public and private vehicular movement; (ii) the Work; and (iii) the equipment, machinery, materials and property related to the Contract Documents that is in the possession of the Contractor and in which the County has or may acquire an interest. 10. As authorized by the County in writing, use its best efforts to sell, in a manner, at the times, to the extent, and at the price or prices directed or authorized by the County, any property of the types referred to in Section 15.2(7); provided, however, that the Contractor: (i) is not required to extend credit to any purchaser; and (ii) may acquire the property under the conditions prescribed and at prices Approved by the County. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the County under the Contract Documents or paid in any other manner directed by the County. 11. If requested by the County, withdraw from the portions of the Site designated by the County and remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, the Contractor and any Subcontractor in the performance of the Work as the County may direct. 12. Take other actions directed by the County. 15.3 Responsibility After Notice of Termination The Contractor shall continue to be responsible for damage to materials after issuance of the Notice of Termination, except as follows: 1. The Contractor's responsibility for damage to materials for which partial payment has been made as provided herein shall terminate when the County certifies that those materials have been stored in the manner and at the locations directed by the County. 2. The Contractor's responsibility for damage to materials purchased by the County subsequent to the issuance of Notice of Termination shall terminate when title and delivery of those materials has been taken by the County. Immediately after the County determines that the Contractor has completed the Work directed to be completed prior to termination and such other work as may have been ordered to secure the Project for termination, the Contractor will not be required to provide for continuing safety, Security and maintenance at the Site. 15.4 Negotiated Termination Settlement 15.4.1 Settlement Proposal After receipt of a Notice of Termination, the Contractor shall submit a final termination settlement proposal to the County in the form and with the certification prescribed by the County. The Contractor shall submit the proposal promptly, but no later than 60 days from the 84 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract effective date of termination, unless the Contractor has requested a time extension in writing within such 60 -Day period and the County has agreed in writing to allow such an extension. The County will then review the Contractor's termination settlement proposal and will act upon it, return it with comments or reject it. If the Contractor fails to submit the proposal within the time allowed, the County may determine, on the basis of information available to it, the amount, if ally, due the Contractor because of the termination and shall pay the Contractor the amount so determined. 15.4.2 Negotiated Settlement Amount The Contractor and the County may agree, as provided in Section 15.4.1, upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of Work pursuant to this Section 15. Such negotiated settlement may include a reasonable allowance for profit solely on Work which has been completed as of the termination date and subsequently Accepted by the County. Such agreed amount(s), exclusive of settlement costs, shall not exceed the total Contract Price as reduced by the amount of payments otherwise made and as further reduced by the Contract Price of Work not terminated. Upon determination of the settlement amount the Contract will be amended accordingly, and the Contractor will be paid the agreed amount. Nothing in Section 15.5, prescribing the amount to be paid to the Contractor in the event that the Contractor and the County fail to agree upon the whole amount to be paid to the Contractor by reason of the termination of Work pursuant to this Section 15, shall be deemed to limit, restrict or otherwise determine or affect the amount(s) which may be agreed upon to be paid to the Contractor pursuant to this Section 15.4. Unless otherwise agreed to by the parties as a part of a negotiated settlement, the County's execution and delivery of any settlement agreement shall not affect any of its rights under the Contract Documents with respect to completed Work, relieve the Contractor from its obligations with respect thereto, including Warranties, or affect the County's rights under the Payment and Performance Bond as to such completed or non -terminated Work. 15.5 Determination of Settlement Amount if Negotiations Fail If the Contractor and the County fail to agree, as provided in Section 15.4.2, upon the whole amount to be paid to the Contractor by reason of the termination of Work pursuant to this Section 15, the amount payable (exclusive of interest charges) shall be determined by the County in accordance with the following, but without duplication of any amounts agreed upon in accordance with Section 15.4: 15.5.1 Payment Amount The County will pay the Contractor the sum of the following amounts for Work performed prior to the effective date of the Notice of Termination, as such amounts are determined by the County: 1. The Contractor's actual reasonable out-of-pocket cost (without profit, and including equipment costs only to the extent permitted by Section 13) for all Work performed, including mobilization, demobilization and work done to secure the Project for termination, including reasonable overhead and accounting for any refunds payable with respect to insurance premiums, deposits or similar items, as established to the County's 85 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract satisfaction. In determining the reasonable cost, deductions will be made for the cost of materials to be retained by the Contractor, amounts realized by the sale of materials and for other appropriate credits. Deductions will also be made for the cost of damaged materials. When, in the opinion of the County, the cost of an item of Work is excessively high due to costs incurred to remedy or replace defective or rejected Work, the reasonable cost to be allowed will be the estimated reasonable cost of performing that Work in compliance with the requirements of the Contract Documents and the excessive actual cost will be disallowed. 2. As profit on Clause 1 above, a sum determined by the County to be fair and reasonable; provided, however, that if it appears that the Contractor would have sustained a loss on the entire Contract had it been completed, no profit shall be included or allowed under this Section 15.5.1 and an appropriate adjustment shall be made by reducing the amount of the settlement to reflect the indicated rate of loss. 3. The cost of settling and paying claims arising out of the termination of Work under Subcontracts as provided in Section 15.2(6), exclusive of the amounts paid or payable on account of supplies or materials delivered or services furnished by the Subcontractor prior to the effective date of the Notice of Termination under the Contract, which amounts shall be included in the cost on account of which payment is made under clause 1 above. 4. The reasonable out-of-pocket cost (including reasonable overhead) of the preservation and protection of property incurred pursuant to Section 15.2(9) and any other reasonable out-of-pocket cost (including overhead) incidental to termination of Work under the Contract, including the reasonable cost to the Contractor of handling material returned to the vendor, delivered to the County or otherwise disposed of as directed by the County, and including a reasonable allowance for the Contractor's administrative costs in determining the amount due to the Contractor as the result of the termination of Work under the Contract. 5. If the termination occurs prior to issuance of NTP2, the County will pay for completed work. 15.5.2 Maximum Compensation The Contractor acknowledges and agrees that it shall not be entitled to any compensation in excess of the value of the Work performed (determined as provided in Section 15.5.1) plus its settlement costs, and that items such as lost or anticipated profits, unabsorbed overhead and opportunity costs shall not be recoverable by it upon termination of the Contract. However, the total amount to be paid to the Contractor, exclusive of costs described in Sections 15.5.1(3), (4) and (5), may not exceed the total Contract Price less the amount of payments previously made and less the Contract Price of any Work not terminated. Furthermore, if any refund is payable with respect to insurance or bond premiums, deposits or similar items which were previously passed through to the County by the Contractor, such refund shall be paid directly to the County or otherwise credited to the County. Notwithstanding anything to the contrary contained herein, if a termination occurs prior to issuance of NTP2, the total amount payable to the Contractor shall in no event exceed the NTP1 Payment Cap. If a termination occurs prior to the issuance of 86 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract NTP3, the total amount payable to the Contractor shall in no event exceed the combined Payment Caps of NTP 1 and NTP2. 15.5.3 Excluded Items Except for normal spoilage, and except to the extent that the County will have otherwise expressly assumed the risk of loss, there will be excluded from the amounts payable to the Contractor under Section 15.5.1, the fair value, as determined by the County, of equipment, machinery, materials and property which is destroyed, lost, stolen or damaged so as to become undeliverable to the County, or to a buyer pursuant to Section 15.2(10). The amount set forth in the Proposal by the Contractor for the Work terminated shall be a factor to be analyzed in determining the value of the Work terminated. 15.5.4 Payment of Termination Amount Upon determination of the amount of the termination payment, the Contract shall be amended to reflect the agreed termination payment, and the Contractor shall be paid the agreed amount. 15.6 Partial Termination if a termination hereunder is partial, the Contract Price for the remainder of the Work shall be adjusted as appropriate to account for the change in the overall scope of the Project. 15.7 Reduction in Amount of Claim The amount otherwise due the Contractor under this Section 15 shall be reduced by: (i) all unliquidated advance or other payments made to or on behalf of the Contractor applicable to the terminated portion of the Contract; (ii) the amount of any claim which the County may have against any Contractor -Related Entity in connection with the Contract; (iii) the agreed price for, or the proceeds of the sale of, any property, materials, supplies or other things acquired by the Contractor or sold, pursuant to the provisions of this Section 15, and not otherwise recovered by or credited to the County; (iv) amounts that the County deems advisable, in its sole discretion, to retain to cover any existing or threatened claims, Liens and stop notices relating to the Project, including claims by Utility Owners; (v) the cost of repairing any Nonconforming Work, and (vi) any amounts due or payable by the Contractor to the County. 15.8 Partial Payments The County may, from time to time, under such terms and conditions as it may prescribe and in its sole discretion, make partial payments on account against costs incurred by the Contractor in connection with the terminated portion of the Contract, whenever in the opinion of the County the aggregate of such payments shall be within the amount to which the Contractor will be entitled under this Section 15. If the total of such payments is in excess of the amount finally agreed or determined to be due under this Section 15, such excess shall be payable by the Contractor to the County upon demand together with interest at a rate equal to the average rate at the time being received from the investment of state funds, as determined by the State Treasurer, for the period from the date such excess payment is received by Contractor to the date on which such excess is repaid to the County. However, no interest will be charged with respect to any such excess payment attributable to a reduction in Contractor's claim by reason of retention or 87 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract other disposition of termination inventory until ten days after the date of such retention or disposition, or such later date as determined by the County by reason of the circumstances. 15.9 inclusion in Subcontracts The Contractor shall insert in all Subcontracts a requirement that the Subcontractor shall stop Work on the date and to the extent specified in a Notice of Termination from the County in accordance with this Section 15, and shall require Subcontractors to insert the same provision in each Subcontract at all tiers. 15.10 Limitation on Payments to Subcontractor For the purposes of Sections 15.4.2 and 15.5, upon termination under Section 15.2(4) of Work under any Subcontract, the Contractor will not be entitled to reimbursement for that portion of the termination settlement with any such Subcontractor which constitutes anticipatory or unearned profit on Work not performed, or which constitutes consequential damages on account of the termination or partial termination. 15.11 No Unearned Profits or Consequential Damages Under no circumstances shall the Contractor be entitled to anticipatory or unearned profits or consequential or other damages as a result of a termination or partial termination under this Section 15. The payment to the Contractor determined in accordance with this Section 15 constitutes the Contractor's sole and exclusive remedy for a termination under this Section 15. 15.12 No Waiver Anything contained in the Contract to the contrary notwithstanding, a termination under this Section 15 shall not waive any right or claim to damages, which the County may have, and the County may pursue any cause of action, which it may have at law or in equity or under the Contract. 15.13 Dispute Resolution The failure of the parties to agree on amounts due under this Section 15 shall be a Dispute to be resolved in accordance with Section 19. 15.14 Allowability of Costs All costs claimed by the Contractor under this Section 15 shall, at a minimum, be allowable, allocable and reasonable in accordance with the cost principles and procedures of 48 CFR Part 31. 15.15 Suspension of Work In the event of any suspension of Work by the County, after issuance of NTP1, for more than 180 consecutive days, the Contractor shall have the right to consider the Contract to have been terminated for convenience under this Section 15. The Contractor shall notify the County of such election by delivering to the County a written notice of termination due to such suspension 88 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract specifying its effective date. Upon delivery by the Contractor to the County of a notice of termination due to suspension, the provisions of this Section 15 shall apply. 15.16 Termination Due to Non -Appropriation of Funds 15.16.1 Availability of Funds The obligation of the County to make any payments to the Contractor hereunder is contingent upon funds being appropriated, budgeted, allocated and otherwise made available by the County in amounts to meet its funding obligations for the Contract. The Contractor is not obligated to perform Work, and correspondingly is not entitled to any compensation for Work performed, in any fiscal year beyond the amount, if any, appropriated and made available by the County in amounts to meet its funding obligations for the Contract. 15.16.2 Anticipated Appropriations Subject to Section 15.16.1, the County anticipates that: 1. Prior to issuance ofNTP1, an amount will be appropriated sufficient to allow the County to make estimated payments under the Contract for Work to be performed through the end of the fiscal year in which NTP1 is issued. 2. Prior to issuance of NTP2 an amount will be appropriated sufficient to allow the County to make estimated payments under the Contract for Work to be performed through the end of the fiscal year in which NTP2 is issued. 3. Prior to issuance of NTP3, an amount will be appropriated sufficient to allow the County to make estimated payments under the Contract for Work to be performed through the end of the fiscal year in which NTP3 is issued. 4. in each succeeding fiscal year during the life of the Contract, an amount will be appropriated sufficient to allow the County to make estimated payments under the Contract for Work to be performed through the end of such fiscal year. 15.16.3 Remedy for Failure to Appropriate If funds are not budgeted, allocated or otherwise made available by the County or any other governmental entity upon which the County has relied to provide a portion of the project funds, resulting in stoppage of Work, the Contractor agrees to resume performance of the Work without any modification to the terms and conditions hereof, provided that an appropriation therefore is approved or funds are made available within 60 days after the Contractor stops Work under Section 15.16.1. Any such Work stoppage shall be considered a suspension for convenience under Section 14.1. If funds are not appropriated or made available before expiration of such 60 - Day period, either party may terminate the Contract. 89 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 16.0 DEFAULT 16.1 Default by Contractor 16.1.1 Events of Default The Contractor shall be in breach under the Contract upon the occurrence of any one or more of the following events or conditions: 1. The Contractor fails to promptly begin the Work under the Contract Documents following issuance of NTP1, 2, or 3. 2. The Contractor fails to perform the Work with sufficient resources to ensure the prompt completion thereof; (e.g., the Contractor fails to execute remedial action in accordance with the Quality Management Plan and Book 2, Section 3.0). 3. The Contractor fails to perform the Work in accordance with the Contract Documents, refuses to remove and replace rejected materials or Nonconforming or unacceptable Work, or fails to remove and replace workers as directed by the County under Section 7.4.3. 4. The Contractor discontinues or suspends the prosecution of the Work (exclusive of Work stoppage due to: (i) termination by the County; (ii) a Force Majeure event or suspension by the County; or (iii) nonpayment by the County not related to a breach by the Contractor). 5. The Contractor fails to resume performance of Work, which has been suspended or stopped, within a reasonable time after receipt of notice from the County to do so or (if applicable) after cessation of the event preventing performance. 6. The Contractor breaches any other agreement, representation or warranty contained in the Contract Documents, or the Contractor fails to perform any other obligation under the Contract Documents, including EEO and DBE requirements. 7. The Contractor fails to provide and maintain the required insurance and payment and performance bond. 8. The Contractor assigns or transfers the Contract Documents or any right or interest therein, except as expressly permitted under Section 24.3.2. 9. The Contractor fails, absent a valid dispute, to make payment when due for labor, equipment or materials in accordance with its agreements with Subcontractors and applicable law, fails to comply with any Legal Requirement or Governmental Approval; or fails reasonably to comply with the instructions of the County consistent with the Contract Documents. 10. The Contractor fails to discharge or obtain a stay within ten days of any final judgment(s) or order for the payment of money against it in excess of $100,000 in the aggregate arising out of the prosecution of the Work (provided that, for purposes hereof, posting of a bond in the amount of 125 percent of such judgment or order shall be deemed an effective stay). 90 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 11. The Contractor or any partner, joint venture member or other member of the Contractor shall have become insolvent, generally does not pay its debts as they become due, admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors. 12. Insolvency, receivership, reorganization or bankruptcy proceedings shall have been commenced by or against the Contractor or any partner, joint venture member or other member of the Contractor and not dismissed within 60 days. 13. Any representation or warranty made by the Contractor in the Contract Documents or in any certificate, schedule, instrument or other document delivered pursuant to the Contract Documents shall have been false or materially misleading when made. 14. The Contractor is a party to fraud. 16.1.2 Right to Cure The County agrees to allow the Contractor and Surety 15 days notice and opportunity to cure any breach before declaring an Event of Default, provided that no such notice and opportunity to cure is required for any breach, which by its nature cannot be cured. If a breach is curable but by its nature cannot be cured within 15 days, as determined by the County, the County agrees not to declare an Event of Default provided that the Contractor commences such cure within such 15 - Day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event will such cure period exceed 60 days in total. The Contractor hereby acknowledges and agrees that the events described in Section 16.1.1(7) through (8) and (11) through (14) are not curable. Notwithstanding the foregoing, if the County believes a condition affecting the Project poses an immediate and imminent danger to public health or safety, the County may, without notice and without awaiting lapse of any cure period, rectify the condition at the Contractor's cost, and so long as the County undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose the County to liability to the Contractor and shall not entitle the Contractor to any other remedy, it being acknowledged that the County has a paramount public interest in providing and maintaining safe public use of and access to the Project. the County's good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary. 16.2 Remedies 1621 Rights of the County If an Event of Default occurs, then, in addition to all other rights and remedies provided by law or equity or available under the Contract or otherwise, including the rights to recover Liquidated Damages and to seek recourse against the surety bonds required hereby and/or other performance Security, the County shall have the following rights and remedies, without further notice, and without prejudice to any of its other rights or remedies and without waiving or releasing the Contractor from any obligations, and the Contractor shall have the following obligations (as applicable): 91 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1. The County may order the Contractor to suspend or discontinue the Work or any portion of the Work. 2. The County may terminate the Contract or a portion thereof, in which case, the provisions of Sections 15.2 and 15.3 shall apply. 3. If and as directed by the County, the Contractor shall withdraw from the Site; and shall remove such materials, equipment, tools and instruments used by, and any debris or waste materials generated by, any Contractor -Related Entity in the performance of the Work. 4. The Contractor shall deliver to the County possession of any or all facilities of the Contractor located on the Site as well as any or all Design Documents, Construction Documents and all other completed or partially completed drawings (including plans, elevations, details and diagrams), specifications, records, information, schedules, samples, Shop Drawings and other documents, that the County deems necessary for completion of the Work. 5. The Contractor shall confirm the assignment to the County of the Subcontracts requested by the County, and the Contractor shall terminate, at its cost, all other Subcontracts. 6. The County may deduct from any amounts payable by the County to the Contractor such amounts payable by the Contractor to the County, including Liquidated Damages or other damages payable to the County under the Contract Documents. 7. The County shall have the right, but not the obligation, to pay such amount and/or perform such act as may then be required. 8. The County, without incurring any liability to the Contractor, shall have the rights to: (i) take the performance of all or a portion of the Work from the Contractor (either with or without the use of the Contractor's materials, equipment, tools and instruments) and enter into an agreement with another Person for the completion of such Work; or (ii) use such other methods, as in the opinion of the County, will be required for the completion of the Project. 9. If the County exercises any right to perform any obligations of the Contractor, in the exercise of such right the County may, but is not obligated to, among other things: (i) perform or attempt to perform, or cause to be performed, such work; (ii) spend such sums as the County deems necessary and reasonable to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required for the purpose of completing such work; (iii) execute all applications, certificates and other documents as may be required for completing the work; (iv) modify or terminate any contractual arrangements; (v) take any and all other actions which it may in its sole discretion consider necessary to complete the Work; and (vi) prosecute and defend any action or proceeding incident to the Work. 92 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 16.2.2 Liability of Contractor 16.2.2.1 Occurrence of an Event of Default If an Event of Default has occurred, the Contractor and Surety shall be jointly and severally liable to the County (in addition to any damages specifically provided for under the Contract Documents including the Liquidated Damages payable hereunder) for all costs reasonably incurred by the County or any party acting on the County's behalf in completing the Work or having the Work completed by another Person (including any re -procurement costs, throw away costs for unused portions of the completed Work and increased financing costs). Upon the occurrence of an Event of Default, the County shall be entitled to withhold all or any portion of further payments to the Contractor until such time as the County is able to determine how much (if any) remains owing to the Contractor. Promptly upon such determination, the County shall notify the Contractor in writing of the amount, if any, that the Contractor shall pay the County or that the County shall pay the Contractor with respect thereto. All costs and charges incurred by the County, including attorneys', accountants' and expert witness fees and costs, together with the cost of completing the Work under the Contract Documents, will be deducted from any moneys due or which may become due to the Contractor. If such expense exceeds the sum which would have been payable under the Contract, then the Contractor and its Surety(ies) shall be liable and shall pay to the County the amount of such excess. 16.2.2.2 Assurance of Future Performance It is recognized that if a default under Section 16.1.1O1) or (12) occurs, such event could impair or frustrate the Contractor's performance of the Work. Accordingly, it is agreed that upon the occurrence of any such event, the County shall be entitled to request of the Contractor, or its successor in interest, adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within ten days of delivery of the request shall entitle the County to terminate the Contract and to the accompanying rights set forth above. Pending receipt of adequate assurance of performance and actual performance in accordance therewith, the County shall be entitled to proceed with the Work with its own forces or with other contractors on a time and material or other appropriate basis, the cost of which will be credited against and deducted from the County's payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by law or equity and such rights and remedies as are otherwise available under the Contract and Payment and Performance Bond. 16.2.2.3 Alternative to Terminating Contract and Completing Work In lieu of the provisions of this Section 16.2 for terminating the Contract and completing the Work, the County may pay the Contractor for the parts already done according to the provisions of the Contract Documents and may treat the parts remaining undone as if they had never been included or contemplated by the Contract. No claim under this provision will be allowed the Contractor for prospective profits on, or any other compensation relating to, Work uncompleted by the Contractor. 93 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 16.2.2.4 Termination Deemed to Constitute Termination for Convenience If the Contract is terminated for grounds, which are later determined not to justify a termination for default, such termination shall be deemed to constitute a termination for convenience pursuant to Section 15. 16.2.2.5 Damages Resulting from Contractor's Breach or Failure to Perform If the County suffers damages as a result of the Contractor's breach or failure to perform an obligation under the Contract Documents, then the County shall be entitled to recovery of such damages from the Contractor regardless of whether the breach or failure that gives rise to the damages ripens into an Event of Default. 16.2.2.6 Cumulative Remedies The exercise or beginning of the exercise by the County of any one or more rights or remedies under this Section 16.2 shall not preclude the simultaneous or later exercise by the County of any or all other rights or remedies, each of which shall be cumulative. 16.2.2.7 Continued Liability of Contractor and Surety The Contractor and Surety shall not be relieved of liability for continuing Liquidated Damages on account of a default by the Contractor hereunder or by the County's declaration of an Event of Default, or by actions taken by the County under this Section 16.2. 16.3 Right to Stop Work if Undisputed Payment is Not Made The Contractor shall have the right to stop Work if the County fails to make an undisputed payment due hereunder within seven days after receipt of notice of nonpayment. Any such Work stoppage shall be considered a suspension under Section 14.1. The Contractor shall not have the right to terminate the Contract for default as the result of any failure by the County to make an undisputed payment due hereunder, but the Contractor shall have the right to declare a termination for convenience under Section 15 upon meeting the requirements of Section 15.15. 16.4 Notice and Opportunity to Cure Other Types of County Breaches In the event of any breach of the Contract by the County other than a failure to make payments to the Contractor, the Contractor shall provide to the County a written notice describing the breach and the opportunity to cure such breach. the County shall be entitled to 30 days notice and opportunity to cure any such breach; provided that if such breach is capable of cure but by its nature cannot be cured within 30 days, the County shall have such additional period of time as may be reasonably necessary to cure the breach so long as the County commences such cure within such 30 -day period, and thereafter diligently prosecutes such cure to completion. The Contractor shall have no right to exercise any remedies to which it may be entitled at law or in equity until the foregoing notice is delivered and the foregoing cure period lapses without cure of the breach. 94 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 17.0 DAMAGES 17.1 Liquidated Damages 17.1.1 Failure to Meet Contract Requirements The Contractor understands and agrees that if the Contractor fails to complete the Work in accordance with the Contract Documents, the County will suffer substantial losses and damages. The Contractor agrees that it shall be liable for all such losses and damages. The Contractor acknowledges and agrees that because of the unique nature of the Project, the fact that inconvenience to the traveling public will be one of the significant impacts of any completion delay, certain closure duration delays or failure to obtain access, it is impracticable and extremely difficult to ascertain and determine the actual damages which would accrue to the County and the public in the event of the Contractor's failure to achieve Project Completion or Final Acceptance by the applicable Completion Deadlines, or to obtain necessary rights of access to encroach upon private property. Therefore, the Contractor and the County have agreed to stipulate the amount payable by the Contractor in the event of its failure to meet a Completion Deadline or to obtain necessary rights of access. The Contractor acknowledges and agrees that such Liquidated Damages are intended to compensate the County solely for the Contractor's failure to meet these Contract Document requirements, and shall not excuse the Contractor from liability from any other breach of Contract requirements, including any failure of the Work to conform to applicable requirements. 17.1.1.1 Failure to Meet Contract Deadlines and Access Requirements If the Contractor fails to achieve Project Completion and/or Final Acceptance by the applicable Completion Deadline, the Contractor agrees to pay the County Liquidated Damages in the following amounts: $50,000 per Day (or portion of a Day) for the Contractor's failure to achieve final completion byDecember 31, 2017, unless extended pursuant to this Contract. 17.1.1.2 Multiple Assessments of Liquidated Damages Liquidated Damages may be assessed simultaneously under more than one subsection under Section 17.1.1.1. 17.1.1.3 Maximum Damage Amounts Cumulative Liquidated Damages under Section 17.1.1.1 shall not exceed $20,000,000. 17.1.2 Reasonableness of Liquidated Damage Amounts The Contractor acknowledges and agrees that the foregoing damages have been set based on an evaluation by the County of damages, which it will incur in each of the above events, including additional interest expense as well as administrative costs. The Contractor and the County agree that the amount of such damages are impossible to ascertain as of the date of execution hereof and the parties have agreed to such Liquidated Damages in order to fix the Contractor's costs and 95 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract to avoid later disputes over which items are properly chargeable to the Contractor. The Contractor understands and agrees that any Liquidated Damages payable in accordance with this Section 17.1 are in the nature of liquidated damages and not a penalty and that such sums are reasonable under the circumstances existing as of the date of execution and delivery of the Contract. The Contractor further acknowledges and agrees that Liquidated Damages may be owing even though no Event of Default has occurred. 17.2 Waiver 17.2.1 No Waiver Permitting or requiring the Contractor to continue and finish the Work or any part thereof after a Completion Deadline shall not act as a waiver of the County's right to receive Liquidated Damages hereunder or any rights or remedies otherwise available to the County. 17.3 Payment of Liquidated Damages To the extent Liquidated Damages are not deducted from any amount owed by the County to the Contractor, the County may send Contractor an invoice and the Liquidated Damages shall be payable by the Contractor to the County within ten days after the Contractor's receipt of the invoice therefore. 96 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 18.0 INDEMNIFICATION 18.1 Indemnifications by Contractor 18.1.1 General Indemnities Subject to Section 18.1.3, the Contractor shall release, defend, indemnify and hold harmless the County and its agents, consultants, and their respective successors and assigns and their respective shareholders, officers, directors, agents and employees (collectively referred to as the "Indemnified Parties") from and against any and all claims, causes of action, suits, judgments, investigations, legal or administrative proceedings, penalties, fines, damages, losses, liabilities, costs and expenses, including any injury to or death of persons or damage to or loss of property (including damage to utility facilities), and including attorneys', accountants' and expert witness fees and costs, arising out of, relating to or resulting from: 1. The breach or alleged breach of the Contract by any Contractor -Related Entity. 2. The failure or alleged failure by any Contractor -Related Entity to comply with any applicable Environmental Laws or other Legal Requirements (including Legal Requirements regarding handling, generation, treatment, storage, transportation and disposal of Hazardous Substances) or Governmental Approvals in performing the Work. 3. Any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions in performance of the Work, or arising out of any use in connection with the Project of methods, processes, designs, information or other items furnished or communicated to the County or another Indemnified Party pursuant to the Contract; provided that this indemnity shall not apply to any infringement resulting from the County's failure to comply with specific written instructions regarding use provided to the County by the Contractor. 4. The alleged negligent act or omission or willful misconduct of any Contractor -Related Entity. 5. Any and all claims by any governmental or taxing authority claiming taxes based on gross receipts, purchases or sales, or the use of any property or income of the Contractor or any of its Subcontractors or any of their respective agents, officers or employees with respect to any payment for the Work made to or earned by any Contractor -Related Entity. 6. Any and all claims filed in connection with the Work, including all expenses and attorneys', accountants' and expert witness fees and costs incurred in discharging any claim, provided that the County is not in default in payments owing to the Contractor with respect to such Work. 7. Any spill or release or threatened spill or release of Hazardous Substances: (i) attributable to the negligence, willful misconduct or breach of contract by any Contractor -Related Entity; or (ii) which was brought onto the Site by any Contractor -Related Entity. 8. The claim or assertion by any contractor of inconvenience, disruption, delay or loss caused by interference by any Contractor -Related Entity with or hindering the progress or completion of work being performed by other contractors as described in Section 23.1, or 97 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract failure of any Contractor -Related Entity to cooperate reasonably with other contractors in accordance therewith. 18.1.2 Design Defects Subject to Section 18.1.3, the Contractor shall release, defend, indemnify and hold harmless the Indemnified Parties from and against any and all claims, causes of action, suits, judgments, investigations, legal or administrative proceedings, penalties, fines, damages, losses, liabilities, costs and expenses, including any injury to or death of persons or damage to or loss of property (including damage to utility facilities), and including attorneys', accountants' and expert witness fees and costs, arising out of, relating to or resulting from Errors in the Design Documents, regardless of whether such Errors were also included in the Basic Configuration or Reference Documents. The Contractor agrees that, because the Basic Configuration and Reference Documents are subject to review and modification by the Contractor, it is appropriate for the Contractor to assume liability for Errors in the completed Project even though they may be related to Errors in the Basic Configuration or Reference Documents. 18.1.3 Losses Due to Negligence of Indemnified Parties The Contractor's indemnity obligation under Sections 18.1.1 and 18.1.2 shall not extend to any loss, damage or cost to the extent that such loss, damage or cost was caused by the negligence or willful misconduct of such Indemnified Party or its agents, servants or independent contractors who are directly responsible to such Indemnified Party (in other words, a comparative negligence standard shall apply). 18.1.4 Claims by Employees In claims by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section 18.1 shall not be limited by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation, disability benefit or other employee benefits laws. 18.1.5 Reliance on Contractor's Performance The Contractor hereby acknowledges and agrees that it is the Contractor's obligation to cause the Project to be designed and to construct the Project in accordance with the Contract Documents and that the Indemnified Parties are fully entitled to rely on the Contractor's performance of such obligation. The Contractor further agrees that any review, acceptance and/or approval by the County and/or others hereunder shall not relieve the Contractor of any of its obligations under the Contract Documents or in any way diminish its liability for performance of such obligations or its obligations to provide indemnities hereunder. 18.1.6 Indemnities in Connection with Utilities The Contractor is advised that each Utility Agreement contains provisions for the Contractor to indemnify, save and hold harmless the Utility Owner, its employees and agents as a result of any act or omission by the indemnifying Contractor. The Contractor hereby agrees to and shall 98 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract perform and comply with such provisions of the Utility Agreements for the benefit of the Utility Owners, their employees and agents. 18.2 Responsibility of County for Certain Hazardous Substances 18.2.1 Pre -Existing Site Contamination ft is recognized that the County may assert that certain third persons or parties may rightfully bear the ultimate legal responsibility for any and all Hazardous Substances, which may currently be present on the Site. It is further recognized that certain state and federal statutes provide that individuals and firms may be held liable for damages and claims related to Hazardous Substances under such doctrines as joint and several liability and/or strict liability. It is not the intention of the parties that the Contractor be exposed to any such liability arising solely out of: (i) pre-existing Site contamination, whether known or unknown, except as otherwise provided in Section 18.1.1(7); (ii) the non -negligent performance by the Contractor, its employees, agents, officers or Subcontractors or any other Persons for whom the Contractor may be contractually or legally responsible, in the handling of such Hazardous Substances; and/or (iii) the activities of any Persons not described in (ii) above, including the County. Accordingly, for the purposes of the Contract only, the County shall reimburse the Contractor for Remediation Work (through payment of the Contract Price, as it may be increased by Change Order pursuant to Section 13), and will be responsible for any and all claims, damages, losses, liabilities, costs and expenses, arising out of, or in connection with, bodily injury (including death) to persons, damage to property or environmental removal or response costs arising out of the presence, release or threatened release of Hazardous Substances on or from the Site, irrespective of whether such substances were generated or introduced on the Site before or after execution of the Contract and irrespective of whether the County was aware of, or directly involved in, the generation or introduction of such materials, but specifically excluding from any obligation of responsibility for those conditions for which the Contractor has agreed to be responsible as described in Section 18.1.1(7). 18.2.2 Generator Number for Hazardous Waste Remediation Except for Hazardous Substances for which the Contractor is responsible as described in Section 18.1.1(7), without contradiction of any assertion by the County of third -party liability, and for purposes of the Contract only: 1. The Contractor shall not be required to execute any hazardous waste manifests as a "generator." 2. Hazardous Substances encountered in the performance of the Work shall be disposed of, if at all, utilizing an EPA Identification Number or other appropriate legal device obtained by, and carried in the name of, the County or another Person designated by the County. 99 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 18.3 No Effect on Other Rights The foregoing obligations shall not be construed to negate, abridge or reduce other rights or obligations, which would otherwise exist in favor of a party hereunder. 18.4 Comprehensive Environmental Response, Compensation, and Liability Act Agreement Without limiting their generality, the indemnities set forth in Section 18.1.1(7) are intended to operate as agreements pursuant to Section 107(e) of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Section 9607(e), to insure, protect, hold harmless and indemnify the parties indemnified in said Section 18.1.1(7). 18.5 intent of Indemnity for Breach of Contract The requirement to provide an indemnity for breach of contract set forth in Section 18.1.1(1) is intended to provide protection to the County with respect to third party claims associated with such breach. It is not intended to provide the County with an alternative cause of action for damages incurred directly by the County with respect to such breach. 100 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 19.0 PARTNERING, CLAIMS FOR ADJUSTMENT AND DISPUTES 19.1 Partnering The County intends to encourage the use of an extensive partnering program among the County, the Contractor, its Subcontractors and other stakeholders, where appropriate. Contractor shall follow partnering process as set forth in Book 2. It is the intent of the parties that the dispute resolution provisions contained in this Section shall apply only in the event that the normal County -Contractor issue resolution efforts through partnering are not successful. The dispute resolution provisions set forth in Section 19.2 shall apply to all Disputes arising out of the Work that are not resolved by the parties through the partnering process, except as expressly provided to the contrary in the Contract Documents. 19.2 Dispute Resolution; General Provisions 19.2.1 Mandatory Nature of Process All Disputes between the Contractor and the County that have not been resolved by the parties through the partnering process shall be resolved as provided by this Section. 19.2.2 Disputes; Disputes Governed by this Section; Priorities; Disputes Involving Utility Owners 19.2.2.1 Disputes include, but are not limited to: 1. Any disagreement resulting from a change, delay, change order, another written order, or an oral order from the Project Manager or his designee, including any direction, instruction, interpretation, or determination by the Project Manager or his designee concerning extra work, increased costs, delay, or any other issue including, but not limited to, an assertion by the Contractor seeking, as a legal right, the payment of money, adjustment or interpretation of Contract terms, or other relief, arising under or relating the this Contract. 2. Any unsatisfied request for additional compensation or time based on: (a) Work or materials not clearly defined in the Contract; (b) extra work not ordered by the County; (c) extensions of time made pursuant to subsection 13; or (d) any other cause. 19.2.2.2 Participation in and completion of this dispute resolution process is a condition precedent to de novo litigation. 19.2.2.3 Hereafter, all references to Disputes brought by the Contractor refer also to Disputes brought by the Contractor on behalf of any of its Subcontractors, provided all the requirements of this Section are complied with. 19.2.2.4 If a Dispute arises relating to a Utility Agreement or the Utility Work there under, and the Utility Owner is a necessary or appropriate party to such Dispute, then such Dispute shall be 101 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract resolved in the manner set forth in the applicable Utility Agreement, and the Contractor shall participate in such Dispute resolution process as appropriate to resolve such Dispute. 19.2.3 Overview of Process In the event of any Dispute, the Contractor shall follow the processes and requirements set forth in CDOT Standard Specifications for Road and Bridge Construction, No. 105.22, No 105.23, and No 105.24 and as amended by Revision of Section 105 Disputes and claims for Contract Adjustments included in Book 5. Any and all Dispute Resolution Boards shall be On Demand. 19.2.4 Continuation of Work At all times during this Dispute resolution process or any subsequent administrative or court proceeding, and at all times during the pendency of any Dispute with any other project contractor, the Contractor and all Subcontractors shall proceed with the Project Work diligently, without delay, in accordance with all provisions of the Contract Documents. Continued performance by the Contractor shall not prejudice the right to bring any claim. 19.2.5 Notice and Record Keeping for Disputes In the event of any Dispute, Contractor shall comply with all notice and record keeping requirements contained in CDOT Standard Specifications for Road and Bridge Construction, No. 105.22, No 105.23, and No 105.24, which are incorporated herein by this reference. 19.2.6 Monthly Settlement Negotiations Throughout protested work, the Contractor and the Project Manager shall discuss the Dispute on a monthly basis and attempt to negotiate a resolution in good faith. The content of the monthly discussions shall be inadmissible in any legal, equitable, or administrative proceedings. 19.2.7 Claim Requirements 19.27.1 Definition Claim(s) are all Disputes that remain unsettled and/or unresolved after Contractor has complied with all of the processes and requirements of Section 19.2.3 through 19.2.6 of this Contract. 19.2.7.2 Process The Contractor shall follow the processes and requirements from Claim(s) set forth in CDOT Standard Specifications for Road and Bridge Construction, No. 105.24, which is incorporated herein by this reference. Contractor shall select de novo litigation to finally resolve a Claim. 1927.3 Record Keeping The record keeping requirements for Disputes shall apply to Claims and any additional record keeping requirements contained in CDOT Standard Specifications for Road and Bridge Construction, No. 105.24 shall also apply. 102 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 19.2.7.4 Complete and Final Claim Package The Contractor shall provide the County with six (6) copies of a complete and final claim package. The claim package shall follow the processes and requirements contained in CDOT Standard Specifications for Road and Bridge Construction, No. 105.24. 19.2.7.5 Multiple Claims If more than one Claim has been filed by the Contractor on the Project, the County will have the right to consolidate all related claims and issue one decision on all such claims. Consolidation on unrelated Claims will not be made. 19.2.7.6 Total Cost Claims For the purpose of this Contract, "total cost claim" or "modified total cost claim" shall be deemed to include all work required by the contract or any portion, unit part or parts of the work required by the contract however such portion, unit, part or parts of the work may be identified, categorized or isolated from remaining work and any claims for compensation for all work on the contract or any portion, unit, part or parts of the work of the contract using any form, technique, method or mode which results in a "total cost" figure, sum or result from cost computation. All disputes and claims seeking damages calculated on a total cost or modified total cost basis will not be considered unless the party asserting such damages established all legal requirements thereof. 103 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 20.0 ACCEPTANCE OF PROJECT 20.1 Project Completion 20.1.1 Notice by Contractor As a pre -requisite to Project completion, the Contractor shall provide written notice to the County when all of the following have occurred with respect to the Project: 1. The Contractor has completed all Work (except for Punch List items, final cleanup and other items only included in the requirements for Final Acceptance). 2. The Contractor has ensured that the Work has been performed in accordance with the requirements of the Contract Documents. 3. The Contractor has received all applicable Governmental Approvals required for the Project. 4. The Contractor has furnished to the County certifications from the Contractor's Design Manager, in form and substance satisfactory to the County, certifying that the Design Documents meet the requirements of the Contract Documents. 5. The Contractor has furnished to the County certifications from the Contractor's Project Manager, in form and substance satisfactory to the County, certifying that the construction meets the requirements of the Contract Documents. 6. The Contractor has furnished to the County certifications from the Contractor's Construction Quality Manager, in form and substance satisfactory to the County, certifying that there are no outstanding non -conformances other than those identified on the Punch List. 7. The Contractor has ensured that the Project may be used without damage to the Project or any other property on or off the Site, and without injury to any Person. 8. The Contractor has obtained all applicable third party approvals relating to the Work and all third parties have completed all work that involves obligations by the Contractor. 9. The Contractor has ensured that the Project is ready to be opened for traffic and that no further work is required which would involve any lane or shoulder closure. 20.1.2 Correction of Defects Upon receipt of the Contractor's notice under Section 20.1.1, the County will conduct such inspections, surveys, and/or testing as the County deems desirable. If such inspections, surveys, and/or tests disclose that any Work does not meet the requirements of the Contract Documents, the County will promptly advise the Contractor as to Nonconforming Work (including incomplete Work) necessary to be corrected as a condition to Project Completion, Nonconforming Work (including incomplete Work) which may be corrected as Punch List items and/or whether the Contractor shall reassess the accuracy and completeness of its notice. Upon correction of the Nonconforming Work (including incomplete Work) identified as a prerequisite 104 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract to Project Completion, the Contractor shall provide written notification to the County and the County will conduct additional inspections, surveys and/or tests as the County deems desirable. This procedure shall be repeated until the County finds that all prerequisites to Project Completion have been met. 20.1.3 Conditions to Affidavit of Final Completion The Contractor shall provide to the County an executed sworn Affidavit of Final Completion in accordance with Section 20.1.3.1 when all of the following have occurred: 1. The County has received all Released for Construction Documents, Design Documents, As -Built Documents, ROW record maps, surveys, test data, and other deliverables required under the Contract Documents for the Project. 2. All special tools, equipment, furnishings, and supplies purchased by and/or used by the Contractor, as provided in the Contract Documents, have been delivered to the County and all replacement spare parts have been purchased and delivered to the County free and clear of Liens. 3. All of the Contractor's and Subcontractors' personnel, supplies, equipment, waste materials, rubbish, and temporary facilities have been removed from the Site, the Contractor has restored and repaired all damage or injury arising from such removal to the satisfaction of the County and the Site is in good working order and condition. 4. The Contractor has furnished to the County certifications from the Contractor's Design Manager, in form and substance satisfactory to the County, certifying that the Design Documents meet the requirements of the Contract Documents. 5. The Contractor has furnished to the County certifications from the Contractor's Project Manager, in form and substance satisfactory to the County, certifying that the construction is in accordance with the Contract Documents. 6. The Contractor has furnished to the County certifications from the Contractor's Construction Quality Manager, in form and substance satisfactory to the County, certifying that there are no outstanding non -conformances. 7. The Contractor has delivered to the County a notice of completion for the Project in recordable form and meeting all statutory requirements. 8. The Punch List items have been completed to the satisfaction of the County; and 9. All of the Contractor's other obligations under the Contract Documents (other than obligations which by their nature are required to be performed after Final Acceptance as determined by the County) have been satisfied in full or waived in writing by the County. 10. The Designer and the Contractor agree to assign all warranties and obligations under this Contract to be the person who has contracted with the County or any division thereof for the operation, maintenance, and/or repair of the Project. 105 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 20.1.3.1 Requirements of Affidavit of Final Completion The Affidavit of Final Completion shall include the following statement: To the best of the Contractor's knowledge and belief; the Work under the Contract has been completed in strict accordance with the Contract Documents, no lawful debts for labor or materials are outstanding and no federal excise tax has been included in the Contract Price; all requests for funds for undisputed work under the Contract, including changes in the Work, and under all billings of whatsoever nature are accurate, complete and final and no additional compensation over and above the final payment will be requested or is due under the Contract or under any adjustment issued there under for said undisputed work; there are no outstanding claims, Liens or stop notices relating to the Project, including claims by Utility Owners; there is no existing default by the Contractor under any Utility Agreement, and no event has occurred which, with the passing of time or giving of notice or both, would lead to a claim relating to the Work or event of default under any Utility Agreement; and upon receipt of final payment, the Contractor and Subcontractors acknowledge that the County and any and all employees of the County and their authorized representatives will thereby be released, discharged and acquitted from any and all claims or liability for additional sums on account of undisputed work performed under the Contract. If the Contractor is unable to provide the affidavit in the above form, the affidavit shall certify that all such outstanding matters are set forth in an attached list which shall describe the outstanding matters in such detail as may be requested by the County. The affidavit shall include a representation of the Contractor that it is diligently and in good faith contesting all such matters by appropriate legal proceedings and shall provide a status report regarding the same including an estimate of the maximum payable with respect to each such matter. 20.1.4 Inspection and Issuance of Notice of Final Acceptance Upon the County's receipt of the Affidavit of Final Completion, the County will make final inspection and the County will either issue a Notice of Final Acceptance or notify the Contractor regarding any Work remaining to be performed. If the County fails to issue a Notice of Final Acceptance, the Contractor shall promptly remedy the defective and/or uncompleted portions of the Work. Thereafter, the Contractor shall provide to the County a revised Affidavit of Final Completion with a new date based on when the defective and/or uncompleted portions of the Work were corrected. The foregoing procedure shall apply successively thereafter until the County has issued a Notice of Final Acceptance. 20.2 Overpayments; No Relief from Continuing Obligations Final Acceptance will not prevent the County from correcting any measurement, estimate or certificate made before or after completion of the Work, or from recovering from the Contractor, the Surety(ies) or both, the amount of any overpayment sustained due to failure of the Contractor to fulfill the obligations under the Contract. A waiver on the part of the County of any breach by the Contractor shall not be held to be a waiver of any other or subsequent breach. Final 106 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Acceptance shall not relieve the Contractor from any of its continuing obligations hereunder, or constitute any assumption of liability by the County. 20.3 Opening of Sections of Project to Traffic 20.3.1 Plan for Opening to Traffic The Contract Schedule shall set forth the Contractor's plan for completing Sections of the Project and opening them to traffic. The County may request that the Contractor expedite certain Sections of the Project, and the Contractor shall accommodate such requests to the extent that it can do so without significant disruption to its schedule or a significant increase in its costs. Notwithstanding the foregoing, if the County orders the Contractor to open portions of the Project which cannot be accommodated without significant disruption to the Contractor's schedule or a significant increase in the Contractor's costs, such direction shall be considered a County -Directed Change. 20.3.2 Direction to Open Following Contractor Failure to Perform if the Contractor is delinquent in completing shoulders, drainage structures or other features of the Work, the County may, but is not obligated to, order all or a portion of the Project opened to traffic notwithstanding such incomplete elements. The Contractor shall then conduct the remainder of the construction operations, minimizing obstruction to traffic. The Contractor shall not receive any added compensation due to the added costs attributable to the opening of the Project to traffic. 20.3.3 No Waiver Opening of portions of the Project prior to Final Acceptance does not constitute Acceptance of the Work or a waiver of any provisions of the Contract Documents. 20.3.4 Replacement of Performance Bond Provided that all conditions to Final Acceptance have occurred, the Contractor shall have the right to replace the Performance Bond with a replacement performance bond in an amount and in a form satisfactory to the County in its sole discretion (provided that it shall not be required to exceed 10 percent of the Contract Price) or with such other security as is Approved by the County in its sole discretion, guaranteeing due and punctual performance of all obligation of the Contractor under the Contract Documents which survive Final Acceptance. 20.4 Landscape Acceptance The County will not give notice of Landscape Acceptance for plants until the end of the Landscape Establishment Period specified in Book 2, Section 17. 20.5 Assignment of Causes of Action The Contractor hereby offers and agrees to assign to the County all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15), arising from purchases of goods, services or materials pursuant to the Contract or any 107 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Subcontract. This assignment shall be made and become effective at the time the County tenders final payment to the Contractor, without further acknowledgment by the parties. 108 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 21.0 WARRANTIES 21.1 Warranties by Contractor 21.1.1 Project Warranties The Contractor warrants that: 1. All design Work furnished pursuant to the Contract Documents shall conform to all professional engineering principles generally accepted as standards of the industry in the State. 2. The completed Project shall be free of defects (including design Errors except to the extent that such defects are inherent in prescriptive specifications included in the Basic Configuration, unless: (i) the Contractor has actual or constructive knowledge of such defects; and (ii) the Contractor fails to request a change thereto by the County). 3. Materials and equipment furnished under the Contract Documents shall be of good quality and, when installed, shall be new. 4. The Work shall meet all of the requirements of the Contract Documents. 5. The specifications and/or drawings selected or prepared for use during construction are appropriate for their intended use. 6. The Project shall be fit for use for the intended function. 7. It shall be a condition to achieving Final Acceptance that the Contractor shall assign all warranties to the person who has contracted with the County or any division thereof for the operation, maintenance, and/or repair of the Project. 21.1.2 Transfer of Title Contractor warrants that it owns, or will own, and has, or will have, good and marketable title to all materials, equipment, tools and supplies furnished, or to be furnished, by it and its Subcontractors that become part of the Project or are purchased for the County for the operation, maintenance, or repair thereof, free and clear of all Liens. Title to all of such materials, equipment, tools and supplies which shall have been delivered to the Site shall pass to the County, free and clear of all Liens, upon the sooner of: (i) incorporation into the Project; or (ii) payment by the County to Contractor of invoiced amounts pertaining thereto. Notwithstanding any such passage of title, Contractor shall retain sole care, custody and control of such materials, equipment, tools and supplies, and shall exercise due care with respect thereto as part of the Work until Final Acceptance or until Contractor is removed from the Project. 21.1.3 Project Warranty Term The Warranty term for each element of the Project shall commence upon Acceptance thereof by the County or acceptance thereof by the appropriate Person who will own such element. Subject to extension under Section 21.2, the Warranties regarding all elements of the Project shall remain in effect until two years after Final Acceptance. If applicable, the Warranty term for elements of the Project that will be owned by Persons other than the County (such as Utility Owners) shall 109 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract remain in effect for such longer term as may be required under the applicable agreement. If the County determines that any of the Work has not met the standards set forth in this Section 21.1 at any time within the Warranty period, then the Contractor shall correct such Work as specified below, even if the performance of such corrective work extends beyond the stated warranty period. The Contractor shall warrant the work for a period of two years from the time of final acceptance from Weld County. 21.1.4 Corrective Work Within seven days of receipt by the Contractor of notice from the County specifying a failure of any of the Work to satisfy the Contractor's Warranties, or of any Subcontractor representation, warranty, guarantee, or obligation which the Contractor is responsible to enforce, the Contractor and the County shall mutually agree when and how the Contractor shall remedy such violation; provided, however, that in case of an emergency as indicated by the County in its notice requiring immediate curative action, the Contractor and the County shall agree on a remedy immediately upon notice by the County of such emergency. If the Contractor does not use its best efforts to proceed to effectuate such remedy within the agreed time, or if the Contractor and the County fail to reach such an agreement within such 7 Day period (or immediately, in the case of emergency conditions), then the County, after notice to the Contractor, shall have the right to perform or have performed by third parties the necessary remedy, and the costs thereof shall be borne by the Contractor. the County may agree to Accept Nonconforming Work in accordance with Section 5.7.2. The County and the Contractor shall conduct a walkthrough of the Site prior to expiration of the Warranty period and shall produce a Punch List of those items requiring Warranty Work. 21.1.5 Costs of Correction of Work All costs of correcting such rejected Work, including additional testing and inspections, shall be deemed included in the Contract Price. The Contractor shall reimburse the County and pay the County's expenses made necessary thereby within ten days after the Contractor's receipt of invoice therefore. The Contractor shall be responsible for obtaining any required Governmental Approvals or other consents from any other Person in connection with the Warranty Work. 21.2 Warranty of Corrected Work The Warranties shall apply to all Work redone, repaired, corrected or replaced pursuant to the terms of the Contract. The Warranties as to each redone, repaired, corrected or replaced element of the Work shall extend beyond the original warranty period if necessary to provide at least a 2 - year warranty period following Acceptance thereof by the County or acceptance thereof by the appropriate Person who will own such element. 21.3 Subcontractor Warranties 21.3.1 Assignment Without in any way derogating the Contractor's own representations and warranties (including the Warranties) and other obligations with respect to all of the Work, the Contractor shall obtain 110 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract from all Subcontractors and cause to be extended to the County, appropriate representations, warranties, guarantees and obligations with respect to the design, materials, workmanship, equipment, tools and supplies furnished by such Subcontractors, including all such representations, warranties, guarantees, and obligations required to be furnished by Subcontractors under Book 2. All representations, warranties, guarantees, and obligations of Subcontractors shall: (i) be written so as to survive all the County and the Contractor inspections, tests, and approvals; and (ii) run directly to and be enforceable by the Contractor and/or the County and their respective successors and assigns. The Contractor hereby assigns to the County all of the Contractor's rights and interest in all extended warranties for periods exceeding the applicable Warranty period which are received by the Contractor from any of its Subcontractors. 21.3.2 Enforcement Upon receipt from the County of notice of a failure of any of the Work to satisfy any Subcontractor warranty, representation, guarantee, or obligation, the Contractor shall enforce or perform any such representation, warranty, guarantee, or obligation, in addition to the Contractor's other obligations hereunder. the County's rights under this Section 21.3.2 shall commence at the time such representation, warranty, guarantee, or obligation is furnished, and shall continue until the expiration of the Contractor's relevant Warranty (including extensions thereof under Section 21.2). Until such expiration, the Contractor shall be responsible for the cost of any equipment, material, labor (including re -engineering) or shipping, and the Contractor shall be required to replace or repair defective equipment, material or workmanship furnished by any Subcontractor. 21.4 No Limitation of Liability The foregoing warranties are in addition to all rights and remedies available under the Contract Documents or applicable law, and shall not limit the Contractor's liability or responsibility imposed by the Contract Documents or applicable law with respect to the Work, including liability for design defects, latent construction defects, strict liability, negligence or fraud; provided, however, that, upon expiration of the Warranties, the Contractor shall have no further liability to the County hereunder for patent construction defects. 21.5 Warranty Beneficiaries In addition to benefiting the County and its successors and assigns, the Warranties and Subcontractor warranties provided under this Section 21 shall inure to the benefit of, and shall be directly enforceable by, any local agencies and Utility Owners with respect to those portions of the Work owned or controlled by each such Person. 21.6 Remedies for Breach of Warranty In addition to the County's other rights and remedies hereunder, at law or in equity, the Contractor shall be liable for actual damages resulting from any breach of an express or implied warranty or any defect in the Work. 111 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 21.7 Disputes Any disagreement between the County and the Contractor relating to this Section 21 shall be subject to the dispute resolution provisions contained in Section 19, provided that the Contractor shall proceed as directed by the County pending resolution of the dispute. 112 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 22.0 DOCUMENTS AND RECORDS 22.1 Escrowed Proposal Documents Within three days after the Proposal Due Date, the Contractor shall have delivered its Escrowed Proposal Documents (EPD) to the County in a manner agreed to between the County and the Contractor. Concurrently with submission of quotations or revisions to quotations provided in connection with formally proposed amendments to the Contract and concurrently with Approval of each Change Order, if appropriate, one copy of all documentary information used in preparation of the quotation or Change Order shall be added to the EPD. The EPD will be held in such cabinet or otherwise maintained subject to Section 22.1.1 until all of the following have occurred: (i) 180 days have elapsed after expiration or earlier termination of the Warranties; (ii) all Disputes regarding the Contract have been settled, and (iii) final payment on the Contract has been made by the County and accepted by the Contractor. 22.1.1 Review of Escrowed Proposal Documents The EPD shall be available during business hours for joint review by the Contractor and the County in connection with the resolution of Disputes, an audit under Section 22.3.5 (if the EPD are the subject of an audit) and as described in Section 22.1.6. The County shall be entitled to review all or any part of the EPD in order to satisfy itself regarding the applicability of the individual documents to the matter at issue. The County shall be entitled to make and retain copies of such documents as it deems appropriate in connection with any such matters, provided that the County has executed and delivered to the Contractor a confidentiality agreement specifying that all proprietary information contained in such documents will be kept confidential, that copies of such documents will not be distributed to any third parties other than the County's agents, attorneys, and experts, the Dispute Resolution Board (DRB), and that all copies of such documents will be either destroyed or returned to the depository (or to the Contractor if the EPD have been returned to it) upon final resolution of the Disputes. The foregoing shall in no way be deemed a limitation on the County's discovery rights with respect to such documents. 22.1.2 Property of Contractor The EPD are, and shall always remain, the property of the Contractor, and shall be considered to be in the Contractor's possession, subject to the County's right to review the EPD as provided herein. The County acknowledges that the Contractor considers that the EPD constitute trade secrets or proprietary information. This acknowledgment is based upon the County's understanding that the information contained in the EPD are not known outside the Contractor's business, is known only to a limited extent and by a limited number of employees of the Contractor, is safeguarded while in the Contractor's possession, and may be valuable to the Contractor's business strategies, assumptions, and intended means, methods, and techniques. The County further acknowledges that the Contractor expended money in developing the information included in the EPD and further acknowledges that it would be difficult for a competitor to replicate the information contained therein. The County acknowledges that the EPD and the information contained therein are being provided to the County only because it is an express prerequisite to award of the Contract. 113 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 22.1.3 Representation and Warranty The Contractor represents and warrants that the EPD provided concurrently with the Proposal constitute all of the information used in the preparation of its Proposal and agrees that no other Proposal preparation information will be considered in resolving Disputes or Claims. The Contractor also agrees that the EPD are not part of the Contract and that nothing in the EPD shall change or modify the Contract. 22.1.4 Contents of Escrowed Proposal Documents The EPD provided with the Proposal shall at a minimum, clearly detail how the components of the Fixed Contract Price were determined and shall be adequate to enable a complete understanding and interpretation of how the Contractor arrived at the Fixed Contract Price. The EPD provided in connection with quotations and Change Orders shall, inter alia, clearly detail how the total price and individual components of that price were determined and shall be adequate to enable a complete understanding and interpretation of how the Contractor arrives at its quotation and/or Change Order price. All Work shall be separated into subitems as required to present a complete and detailed estimate of all costs. Crews, equipment, quantities, and rates of production shall be detailed. Estimates of costs shall be further divided into the Contractor's usual cost categories such as direct labor, repair labor, equipment ownership and operation, expendable materials, permanent materials, and subcontract costs as appropriate. Plant and equipment and indirect costs shall also be detailed in the Contractor's usual format. The Contractor's allocation of plant and equipment, indirect costs, contingencies, mark-up, and other items to each direct cost item shall be clearly identified. The EPD shall itemize the estimated costs of the Payment and Performance Bond and the insurance premiums for each coverage required to be provided by the Contractor under Section 9. The EPD shall include all assumptions, quantity takeoffs, rates of production, the Contractor internal equipment rental rates and progress calculations, quotes from Subcontractors (including Suppliers), memoranda, narratives, and all other information used by the Contractor to arrive at the Fixed Contract Price or Change Order price, as applicable. For each item of Work, the EPD shall itemize any related amounts not included in the stated price for such item such as any amount allocated for contingency. 22.1.5 Format of Escrowed Proposal Documents The Contractor shall submit the EPD in the format actually used by the Contractor in preparing its Proposal. It is not intended that the Contractor perform any significant extra work in the preparation of these documents. However, the Contractor represents and warrants that the EPD related to the Proposal have been personally examined prior to delivery to the County by an authorized officer of the Contractor and that they meet the requirements of Section 22.1.4 and are adequate to enable a complete understanding and interpretation of how the Contractor arrived at its Fixed Contract Price. The Contractor further represents, warrants, and covenants that the EPD related to each Change Order will be personally examined prior to delivery to escrow by an authorized officer of the Contractor and that they meet the requirements of Section 22.1.4 and will be adequate to enable a complete understanding and interpretation of how the Contractor arrived at its Change Order price. 114 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 22.1.6 Review by the County The County may, at any time, conduct a review of the EPD to determine whether it is complete. If the County determines that the EPD are incomplete, the County may request the Contractor to supply data to make the EPD complete. The Contractor shall provide all such data within three Working Days of the request, and at that time it will be date stamped, labeled to identify it as supplementary EPD information and added to the EPD. The Contractor shall have no right to add documents to the EPD except upon the County's request. At the County's option, which may be exercised at any time, the EPD associated with any Change Order or contract amendment shall be reviewed, organized, and indexed as described in the ITP, Section 5.12. 22.1.7 Confidentiality The EPD shall at all times be treated as proprietary and confidential non-public information and shall be used only for purposes described in Section 22.1.1. At the Contractor's request, confidentiality agreements shall be executed and delivered to the Contractor by the County's employees or agents who review or have access to the EPD. 22.2 Subcontractor Pricing Documents The Contractor shall require each first tier Subcontractor to submit to the Contractor a copy of all documentary information used in determining its Subcontract price, immediately prior to executing the Subcontract or Change Orders or amendments thereto, to be held in the same manner as the EPD and which shall be accessible by the Contractor, the County, the DRB, and other dispute resolvers, on terms substantially similar to those contained herein. Each such Subcontract shall include a representation and warranty from the Subcontractor stating that its EPD constitutes all the documentary information used in establishing its Subcontract price. Each Subcontract that is not subject to the foregoing requirement shall include a provision that requires the Subcontractor to preserve all documentary information used in establishing its Subcontract price and to provide such documentation to the Contractor and/or the County in connection with any disputed change order made by such Subcontractor. 22.3 Project Records 22.3.1 Maintenance of Records The Contractor shall maintain at the Contractor's Project Manager's office in the State a complete set of all books, records and documents prepared or employed by the Contractor with respect to the Project. 22.3.2 Audit and Inspection Rights The Contractor shall grant to the County and its authorized representatives, such audit and inspection rights and allow such Persons such access to and the right to copy such books and records (including all tax returns and supporting documentation filed with any Governmental Persons) as such Persons may reasonably request from time to time in connection with the issuance of Change Orders, the resolution of disputes, and such other matters as such Persons reasonably deems necessary for purposes of complying or verifying compliance with the Contract and Legal Requirements, including responding with requests pursuant to the Colorado 115 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Open Records Act. The Contractor shall grant to Utility Owners and their respective authorized representatives, such audit and inspection rights and all such Persons access to and the right to copy such books and records as such Persons may request in connection with the resolution of disputes or such other matters as such Persons reasonably deems necessary for purposes of complying or verifying compliance with the Utility -related Contractual or Utility Agreement requirements. 22.3.3 Audit of Time and Materials Work Where the payment method for any Work is on a time and materials basis, such examination and audit rights shall include all books, records, documents and other evidence and accounting principles and practices sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the performance of such Work. If an audit indicates the Contractor has been over -credited under a previous progress report or progress payment, that overcredit will be credited against current progress reports or payments. 22.3.4 Change Order Pricing Data For cost and pricing data submitted in connection with pricing Change Orders, unless such pricing is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the public, or prices set by law or regulation, such Persons and their representatives have the right to examine all books, records, documents, and other data Contractor related to the negotiation of or performance of Work under such Change Orders for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted. The right of examination shall extend to all documents deemed necessary by such Persons to permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein. 22.3.5 Claims Audits All Claims filed against the County shall be subject to audit at any time following the filing of the Claim. The audit may be performed by employees of the County or by an auditor under contract with the County. No notice is required before commencing any audit before 60 days after Final Acceptance. Thereafter, the County shall provide 20 days notice to the Contractor, any Subcontractors or their respective agents before commencing an audit. The Contractor, Subcontractors or their agents shall provide adequate facilities, acceptable to the County, for the audit during normal business hours. The Contractor, Subcontractors, and their agents shall cooperate with the auditors. Failure of the Contractor, Subcontractors, or their agents to maintain and retain sufficient records to allow the auditors to verify all or a portion of the Claim or to permit the auditors access to the books and records of the Contractor, Subcontractors, or their agents shall constitute a waiver of the claim and shall bar any recovery there under. At a minimum, the auditors shall have available to them the following documents: 1. Daily time sheets and supervisor's daily reports. 2. Union agreements. 3. Insurance, welfare, and benefits records. 116 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 4. Payroll registers. 5. Earnings records. 6. Payroll tax forms. 7. Material invoices and requisitions. 8. Material cost distribution worksheet. 9. Equipment records (list of company equipment, rates, etc.). 10. Subcontractors' (including Suppliers) and agents' invoices. 11. Subcontractors' and agents' payment certificates. 12. Canceled checks (payroll and Suppliers). 13. Job cost report. 14. Job payroll ledger. 15. General ledger. 16. Cash disbursements journal. 17. E-mail, letters, and correspondence. 18. Network servers, data storage devices, backup media. 19. All documents that relate to each and every Claim together with all documents that support the amount of damages as to each Claim. 20. Work sheets used to prepare the Claim establishing the cost components for items of the Claim including labor, benefits and insurance, materials, equipment, Subcontractors, all documents that establish the time periods, individuals involved, the hours for the individuals and the rates for the individuals. Full compliance by the Contractor with the provisions of this Section 22.3.5 is a contractual condition precedent to the Contractor's right to seek relief under Section 19. The Contractor represents and warrants the completeness and accuracy of all information it or its agents provides in connection with this Section 22.3. 22.4 Retention of Records The Contractor shall maintain all records and documents relating to the Contract (including copies of all original documents delivered to the County) at the Contractor's Project Manager's office in the State until seven years after the earlier to occur of (i) the date Final Acceptance is achieved; or (ii) the termination date. If Approved by the County, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents. The Contractor shall notify the County where such records and documents are kept. Notwithstanding the foregoing, all records which relate to Claims being processed or actions brought under the dispute resolution provisions hereof shall be retained and made available until such actions and Claims have been finally resolved. Records to be retained include all books and 117 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract other evidence bearing on the Contractor's costs and expenses under the Contract Documents. The Contractor shall make these records and documents available for audit and inspection to the County, at the Contractor's office, at all reasonable times, without charge, and shall allow such Persons to make copies of such documents (at no expense to the Contractor). 22.5 Colorado Open Records Act 22.5.1 Applicability of Act The Contractor acknowledges and agrees that all records, documents, drawings, plans, specifications, and other materials including the EPDs in the Contractor's or the County's possession directly related to the Project, including materials submitted to the County by the Contractor, are subject to the provisions of the Colorado Open Records Act. The Contractor shall be solely responsible for all determinations made by it under such Act and for clearly and prominently marking each and every page or sheet of its materials with trade secret, privileged information, or confidential commercial, financial, geological, or geophysical data as it determines to be appropriate. The Contractor is advised to contact legal counsel concerning such act and its application to the Contractor. 22.5.2 Confidential Materials If any of the materials submitted by the Contractor to the County are clearly and prominently labeled trade secret, privileged information, or confidential commercial, financial, geological, or geophysical data by the Contractor, the County will endeavor to advise the Contractor of any request for the disclosure of such materials prior to making any such disclosure. Under no circumstances, however, will the County be responsible or liable to the Contractor or any other Person for the disclosure of any such labeled materials, whether the disclosure is required by law, by court order or occurs through inadvertence, mistake or negligence on the part of the County, except for any disclosure of trade secrets or proprietary information in violation of the confidentiality agreement described in Section 22.1.1. 22.5.3 Contractor to Defend Against Disclosure Request In the event of litigation concerning the disclosure of any material submitted by the Contractor to the County, the County's sole involvement will be as a stakeholder retaining the material until otherwise ordered by a court, and the Contractor shall be fully responsible for otherwise prosecuting or defending any action concerning the materials at its sole expense and risk. 215.4 Cooperation with the County Regarding Colorado Open Records Act Requests In the event the County receives a Colorado Open Records Act request for documents that are in the custody and control of the Contractor, the Contractor shall cooperate with the County in responding to the request in a timely manner under the Colorado Open Records Act. 118 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 23.0 COOPERATION AND COORDINATION WITH OTHERS 23.1 Cooperation with Other Contractors The County reserves the right to perform and to contract with others to perform other or additional work on or near the Site. The Contractor shall cooperate with the County and such other contractors to the extent reasonably necessary for the performance by the County and such other contractors of their work, and shall cause its employees, agents, officers, and Subcontractors and other Persons for whom the Contractor may be contractually or legally responsible to so cooperate. If other separate contracts are awarded by the County, which affect the Work, the Contractor shall conduct its Work without interfering with or hindering the progress or completion of the work being performed by other contractors. 23.2 Interference by Other Contractors If the Contractor asserts that any of the County's other contractors have hindered or interfered with the progress or completion of the Work, then the Contractor's sole remedy shall be to seek recourse against such other contractors. 119 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 24.0 MISCELLANEOUS PROVISIONS 24.1 Amendments The Contract may be amended only by a written instrument duly executed by the parties or their respective successors or assigns. 24.2 Waiver 24.2.1 No Waiver of Subsequent Rights Either party's waiver of any breach or failure to enforce any of the terms, covenants, conditions, or other provisions of the Contract Documents at any time shall not in any way limit or waive that party's right thereafter to enforce or compel strict compliance with every term, covenant, condition or other provision, any course of dealing or custom of the trade notwithstanding. Furthermore, if the parties make and implement any interpretation of the Contract Documents without documenting such interpretation by an instrument in writing signed by both parties, such interpretation and implementation thereof will not be binding in the event of any future Disputes. The consent by one party to any act by the other party requiring such consent shall not be deemed to render unnecessary the obtaining of consent to any subsequent act for which consent is required, regardless of whether similar to the act for which consent is given. 24.2.2 Custom Does not Constitute Waiver No act, delay, or omission done, suffered or permitted by one party or its agents shall be deemed to waive, exhaust, or impair any right, remedy, or power of such party under any Contract Document, or to relieve the other party from the full performance of its obligations under the Contract Documents. No custom or practice between the parties in the administration of the terms of the Contract Documents shall be construed to waive or lessen the right of a party to insist upon performance by the other party in strict compliance with the terms of the Contract Documents. 24.2.3 Waivers Must be in Writing No waiver of any term, covenant or condition of the Contract Documents shall be valid unless in writing and signed by the party providing the waiver. 24.3 Successors and Assigns The Contract Documents shall be binding upon and inure to the benefit of the County and the Contractor and their permitted successors, assigns and legal representatives. 24.3.1 Assignment by County The County may assign all or part of its right, title and interest in and to the Contract, including rights with respect to the surety bonds required hereunder and any other performance security provided, to any Person with the prior written approval of the Contractor. 120 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 24.3.2 Assignment by Contractor The Contractor may assign its rights to receive payment under the Contract Documents and may subcontract Work in accordance with the State Law and in compliance with the requirements of the Contract Documents. The Contractor shall not otherwise sublet, transfer, assign or dispose of any portion of the Contract, or delegate any of its duties hereunder, except with the County's prior written Approval. The Contractor's assignment or delegation of any of its Work under the Contract Documents shall be ineffective to relieve the Contractor of its responsibility for the Work assigned or delegated, unless the County, in its sole discretion, has Approved such relief from responsibility. 24.4 Designation of, and Cooperation with Representatives 24.4.1 Designation of Representatives Concurrently with execution hereof, the County and the Contractor shall each designate an individual or individuals who shall be authorized to make decisions and bind the parties on matters relating to the Contract Documents. Such designations may be changed by a subsequent writing delivered to the other party in accordance with Section 24.10. The parties may also designate technical representatives who shall be authorized to investigate and report on matters relating to the construction of the Project and negotiate on behalf of each of the parties but who do not have authority to bind the County or the Contractor. Weld County shall have the right to remove any member of the Contractor's staff from the Project, at any time, for any reason. This is a two-year partnership between Weld County and the Contractor and a good relationship must be maintained at all times. Upon receipt of written notification from the County, the Contractor shall remove the individual within 24 hours and submit a written replacement request. This shall not be cause for a delay to the Project or warrant a time extension. 24.4.2 Cooperation The Contractor shall cooperate with the County and all representatives of the County designated as described above. 24.5 Gratuities Neither the Contractor nor any of its employees, agents and representatives shall offer or give to an officer, official, or employee of the County gifts, entertainment, payments, loans, or gratuities. The Contractor represents and warrants that it has not previously offered or given any gifts, entertainment, payments, loans, or gratuities in violation of such prohibitions. 24.6 Survival The dispute resolution provisions contained in Section 19, and all other provisions, which by their inherent character should survive termination of the Contract, shall survive the termination of the Contract. 121 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 24.7 Limitation on Third -Party Beneficiaries It is not intended by any of the provisions of the Contract Documents to create any third -party beneficiary hereunder, or to authorize anyone not a party hereto to maintain a suit for personal injury or property damage pursuant to the terms or provisions hereof, except to the extent that specific provisions (such as the warranty and indemnity provisions) identify third parties and state that they are entitled to benefits hereunder. The duties, obligations, and responsibilities of the parties to the Contract Documents with respect to such third parties shall remain as imposed by law. The Contract Documents shall not be construed to create a contractual relationship of any kind between the County and a Subcontractor or any other Person except the Contractor. 24.8 No Personal Liability The County's authorized representatives are acting solely as agents and representatives of the County when carrying out the provisions of or exercising the power or authority granted to them under the Contract Documents. They shall not be liable either personally or as employees of the County for actions in their ordinary course of employment. 24.9 Notices and Communications 24.9.1 Delivery of Notices Notices under the Contract Documents shall be in writing and: (i) delivered personally; (ii) sent by certified mail, return receipt requested; (iii) sent by a recognized overnight mail or courier service, with delivery receipt requested; or (iv) sent by facsimile communication followed by a hard copy or with receipt confirmed by telephone, to the following addresses (or to such other address as may from time to time be specified in writing by such Person): All correspondence with the Contractor shall be sent to the Contractor's Project Manager or as otherwise directed by such Project Manager. The address for such communications shall be: Greg Frazee Senior Project Manager IHC 7135 S. Tucson Way Englewood, CO 80112 frazeeg@ihcquality.com All communications to the County shall be marked with the County's project identification number and shall be delivered to the County's Project Manager, with copies to such additional Persons as may be designated by the County's Project Manager, at the address set forth below: Don Dunker, County Engineer Clay Kimmi, Project Manager Cameron Parrott, Project Manager Weld County Public Works Department 1111 H Street 122 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Greeley, Colorado 80632 ddunkcr(ccwcldgov.com ckimmi(wweldgov.com cparrott(c wcldeov.com In addition, copies of all notices regarding disputes, termination, and default notices shall be delivered to the following person(s): Bruce Barker Weld County Attorney 1150 'O' Street Greeley, Colorado 80632 Telephone: (970) 336-7235 Fax: (970) 352-0242 bbarkergweldgov.com 24.9.2 Receipt of Notices Notices shall be deemed received when actually received in the office of the addressee (or by the addressee if personally delivered) or when delivery is refused, as shown on the receipt of the U. S. Postal Service, private carrier or other Person making the delivery. Notwithstanding the foregoing, notices sent by fax after 4:00 p.m. Mountain Standard or Daylight Time (as applicable) and all other notices received after 5:00 p.m. Mountain Standard or Daylight Time (as applicable) shall be deemed received on the first Working Day following delivery (that is, in order for a fax to be deemed received on the same day, at least the first page of the fax must have been received before 4:00 p.m.). 24.9.3 Copies of Correspondence to County The Contractor shall copy the County on all written correspondence pertaining to the Contract between the Contractor and any Person other than the Contractor's Subcontractors, consultants and attorneys. 24.10 Further Assurances The Contractor shall promptly execute and deliver to the County all such instruments and other documents and assurances as are reasonably requested by the County to further evidence the obligations of the Contractor hereunder, including assurances regarding assignments of Subcontractors contained herein. 24.11 Severability If any clause, provision, Section or part of the Contract is ruled invalid under Section 20 or otherwise by a court of competent jurisdiction, then the parties shall: (i) promptly meet and negotiate a substitute for such clause, provision, Section or part, which shall, to the greatest extent legally permissible, effect the original intent of the parties, including an equitable adjustment to the Contract Price to account for any change in the Work resulting from such invalidated portion; and (ii) if necessary or desirable, apply to the court or other decision maker 123 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract (as applicable) which declared such invalidity for an interpretation of the invalidated portion to guide the negotiations. The invalidity or unenforceability of any such clause, provision, Section or part shall not affect the validity or enforceability of the balance of the Contract, which shall be construed and enforced as if the Contract did not contain such invalid or unenforceable clause, provision, Section or part. 24.12 Headings The captions of the Sections of the Contract Documents are for convenience only and shall not be deemed part of the Contract or considered in construing the Contract. 24.13 Governing Law The Contract Documents shall be governed by and construed in accordance with the law of the State of Colorado. Venue for any legal action in connection with the Contract shall lie in the Weld County District Court. 24.14 Compliance with Law Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 24.15 Entire Agreement The Contract Documents contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, statements, representations and negotiations between the parties with respect to its subject matter. 24.16 Counterparts This instrument may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 24.17 Binding Arbitration Prohibited Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. 24.18 Board of County Commissioners of Weld County Approval This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 24.19 Choice of Law/Jurisdiction Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or 124 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 24.20 Governmental Immunity No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 24.21 Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507 The signatories to this Agreement agree that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of Contractor's services and Contractor shall not employ any person having such known interests. During the term of this Agreement, Contractor shall not engage in any in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear to conflict with the full performance of its obligations under this Agreement. Failure by Contractor to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contractor nor any member of Contractor's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contractor's operations, or authorizes funding to Contractor. 24.22 Public Contracts for Services C.R.S. §8-17.5-101 Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contractor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program of the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contractor shall notify the subcontractor and County within three (3) days that Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contractor shall not terminate the contract 125 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8- 17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the State of Colorado program, Contractor shall, within twenty days after hiring a new employee to perform work under the contract, affirm that Contractor has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contractor shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contractor fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. 24.23 Acknowledgment County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, including all attachments, exhibits, and other documents incorporated herein, are the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. 126 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract WITNESS WHEREOF, the parties hereto have signed this Agreement this at day of (YLj,2,'t , 2015. CONTRACTOR: Interstate Hi ' hwa _ on=truction Inc. By: Name: m Randall Title: President Date- M k, Ji o, ; o/ WELD C TY• C� ATTEST: , v11 a• Weld County Clerk to the Board BY: Cd 0-1O D ty Clerk to th� Board APPROVED AS TO FUNDIN Controller APPROVED AS TO FORM: County Attorney BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO iteurte„eto TANCE: Elcial or iepartment Hea Director of General Services 127 ao/y-,3 /3 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract EXHIBIT A — ACRONYMS AND DEFINITIONS 128 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract As used in the Design/Build Contract to which this Exhibit is attached, and in the other Contract Documents (unless otherwise specified therein), the following acronyms and terms shall have the meanings set forth below. A.1 ACRONYMS AADT AAN AAP AAR AASHTO Ac ATC ACHP ACI ACM ADA ADT AEIC AGC AT AlA AISC ATSI AITC AMRL ANSI ARA ARE AREA AREMA ARTBA ASCE ASCII ASLA ASME ASTM ATC ATMS ATR ATSSA AWG AWPA AWS AWWA BAFO Annual Average Daily Traffic American Association of Nurserymen AASHTO Accreditation Program Association of American Railroads American Association of State Highway & Transportation Officials Alternating Current Alternative Technical Concepts Advisory Council on Historic Preservation American Concrete Institute Asbestos -Containing Materials Americans with Disabilities Act Average Daily Traffic Association of Edison Illuminating Companies Associated General Contractors of America, Inc. Asphalt Institute American Institute of Architects American Institute of Steel Construction American Iron & Steel Institute American Institute of Timber Construction AASHTO Materials Reference Laboratory American National Standards Institute (formerly ASA and USASI) American Railway Association Additional Requested Element American Railway Engineering Association American Railway Engineering & Maintenance Association American Road & Transportation Builders Association American Society of Civil Engineering American Standard Code of Information Interchange American Society of Landscape Architects American Society of Mechanical Engineers American Society for Testing & Materials Applied Technology Council Advanced Traffic Management System Automatic Traffic Recorder American Traffic Safety Services Association American Wire Gauge American Wood Preservers' Association American Welding Society American Water Works Association Best and Final Offer 129 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract BATCD BE BMP CADD CBCP CCA CCI CCR CCTV CAPCDQ CDNR CD CDOT CDPHE CDW CERCLA CFR CHP CIH CIP CMS COE COM CP CPM CQMP C.R.S. CRSI CRT CSEO CSL CTMC CURPAL D/B dB DBE DCS DRB DTM DWG EA ECM ECP ECS Basic and Temporary Configuration Diagram Colorado Bridge Enterprise Best Management Practices Computer -Assisted Drafting and Design Category B Change Proposal Colorado Contractors Association Construction Cost Index Colorado Code of Regulations Closed Circuit Television Colorado Air Pollution Control Division Colorado Department of Natural Resources Collector -Distributor Colorado Department of Transportation Colorado Department of Public Health & Environment Colorado Division of Wildlife Comprehensive Environmental Response, Compensation & Liability Act, 42 U.S.C. §§ 9601, et. seq. Code of Federal Regulations Colorado Highway Patrol Certified Industrial Hygienist Cost in Place Changeable Message Sign (U.S.) Army Corps of Engineers Communications Colorado Procedure Critical Path Method Construction Quality Management Plan Colorado Revised Statutes Concrete Reinforcing Steel Institute Console Monitor (Cathode Ray Tube) Colorado State Engineer's Office Cross Sonic Log Colorado Traffic Management Center Contractor Utility Relocation Plan Acceptance Letter Design/Build Decibels Disadvantaged Business Enterprise Document Control System Dispute Resolution Board Digital Terrain Model Drawing Environmental Assessment Environmental Compliance Manager Emissions Control Plan Erosion Control Supervisor 130 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract EEO EIA EIP EPA EPD FAR FCMs FEMA FHWA FIR FRA FTP GAAP HASP HBP HDPE HIRSYS HLMR IEEE IEQM TES IGA IIMS TL IMP IMSA TPCEA IRI ISA TSDN ISO ISP ITC ITE ITP ITS KW LAN LAPB Lc Ls LED LLRU LRFD LS Equal Employment Opportunity Electronic Industries Association Environmental Investigation Plan (U.S.) Environmental Protection Agency Escrowed Proposal Documents Federal Acquisition Regulation Fracture Critical Members Federal Emergency Management Agency Federal Highway Administration Field Inspection Review Federal Railroad Administration File Transfer Protocol Generally Accepted Accounting Principles Health and Safety Plan Hot Bituminous Pavement High -density polyethylene Hotline Information Retrieval System Highload multi -rotational Institute of Electrical & Electronics Engineers Independent Environmental Quality Manager Illuminating Engineering Society Intergovernmental Agreement Incident Information Management System Information Liaison Incident Management Plan International Municipal Signal Association Insulated Power Cable Engineers Association International Roughness Index Initial Site Assessment Integrated Services Digital Network International Organization for Standards Information or Internet Service Providers Interface Terminal Cabinet Institute of Transportation Engineers Instructions to Proposers Intelligent Transportation Systems Kilowatt Local Area Network Link Access Protocol, Balanced Length of Simple Curve Length of Spiral Curve Light Emitting Diode Lowest Level Replaceable Unit Load and resistence factor design Line Section 131 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract LTDS MACM MARV Mb Mbps MBTA MESA MHT MIL MIS Mm MMIS MMP MMU MOA MOT MOU Mph MSE MTIP MUTCD NAD NAVD NBIS NBS NCHRP NCR NEC NEMA NEPA NESC NESHAP NFPA NGS NHS NICET NIOSH NIST NPDES NSF NTCIP NTP 1 NTP2 NTP3 NTS Long-term design strength Maximum Achievable Control Measures Minimum average roll value Megabit Megabits per Second Migratory Bird Treaty Act Modified Environmental Site Assessment Method for Handling Traffic Military Specification Management Information System Millimeter Maintenance Management Information System Materials Management Plan Malfunction Management Unit Memorandum of Agreement Maintenance of Traffic Memorandum of Understanding Miles per Hour Mechanically Stabilized Earth Materials Testing and Inspection Plan Manual on Uniform Traffic Control Devices North American Datum North American Vertical Datum National Bridge Inspection Standards National Bureau of Standards National Cooperative Highway Research Program Nonconformance Report National Electrical Code (NFPA-70) National Electrical Manufacturers Association National Environmental Policy Act National Electrical Safety Code National Emissions Standards for Hazardous Air Pollutants National Fire Protection Association National Geodetic Survey National Highway System National Institute for Certification in Engineering Technologies National Institute for Occupational Safety & Health National Institute of Standards & Technology National Pollution Discharge Elimination System National Sanitation Foundation (nSf) National Transportation Communications for I.T.S. Protocol First Notice to Proceed Second Notice to Proceed Third Notice to Proceed Not to Scale 132 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract NWN OCIP OSHA OURPAL PCCP PCT PCO PCP PDA PE PET PG PIP PTV PLS PM PP PPE PQCI PQCT PRI PSI PSR Pt PTFE PUC PVC PVI PVT PWR QA QC QCP QM QMS QPM QWEST R RACM RCO RCP RCRA RE RECs Nonconforming Work Notice Owner Controlled Insurance Policy Occupational Safety & Health Administration Owner Utility Relocation Plan Acceptance Letter Portland Cement Concrete Pavement Prestressed Concrete Institute Potential Change Order Product Control Plan Pile -Driving Analyzer or Personal Digital Assistant Professional Engineer, or, in the context of right-of-way, PE shall mean Permanent Easements Polyester Performance Grade Public Information Plan Peak Inverse Voltage Professional Land Surveyor Program Manager Polyester polypropylene Personal Protection Equipment Process Quality Control Inspection Process Quality Control Testing Pavement Rutting Index Pavement Serviceability Index Pavement Serviceability Rating Potential Transformer Polytetrafloroethylene Colorado Public Utilities Commission Polyvinyl Chloride Point of Vertical Intersection Point of Vertical Tangency Power Quality Assurance Quality Control Quality Checkpoint Contractor's Quality Manager Quality Management System Quality Program Manual QWEST Communications Radius Reasonable Achievable Control Measures Request for Change Order Request for Change Proposal Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq. Railroad Easement Recognized Environmental Conditions 133 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract RFC RFP RFQ RHMs RL ROD ROM ROW RTD RSC RWIS SAE SAP SBA SHPO SIC SI&A SMA SMP SOQ SPCS SSPC STD STP SWMP TCC TCP TDM TE TFE TIC TIG TL TMSRs TOC TRB TYP UDS UE UIS UL UNCC UPRR UPS URA Released for Construction Request for Proposals Request for Qualifications Recognized Hazardous Materials Reinforcement Length Record of Decision Rough Order of Magnitude Right -of -Way Regional Transportation Director (Weld County County Engineer) Rigid Steel Conduit Roadway & Weather Information System Society of Automotive Engineers Sampling Analysis Plan Small Business Administration State Historic Preservation Officer Standard Industrial Code, U.S. Department of Labor Structural Inventory & Appraisal Stone Mastic Asphalt Safety Management Plan Statement of Qualifications State Plane Coordinate System Steel Structures Painting Counsel Standard Shielded Twisted Pair Stormwater Management Plan Traffic Communications Center Traffic Control Plan Transportation Demand Management Temporary Easement Furnished Equipment Transportation Information Center Tungsten Inert Gas Testing Level Traffic Management Strategy Reports Traffic Operations Center Transportation Research Board (of National Research Council) Typical Utility Design Sheet Utility Easement Utility Information Sheet Underwriters Laboratories Utility Notification Center of Colorado Union Pacific Railroad Uninterruptible Power Supply Utility Relocation Agreement 134 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract USACE USASI U.S.C. USDOT USGS USFWS Vc VDS VE VECP VM VMS WBS WCR WPA WQCD A.2 DEFINITIONS United States Army Corps of Engineers United States of America Standards Institute United States Code United States Department of Transportation United States Geological Survey U.S. Fish & Wildlife Service Length of Vertical Curve Vehicle Detection System Value Engineering Value Engineering Change Proposal Video Monitor Variable Message Sign Work Breakdown Structure Weld County Road Works Progress Administration Water Quality Control Division, Colorado Department of Public Health & Environment Abandonment As related to Utilities, shall have the meaning set forth in Book 2, Section 7. Acceleration Costs Shall mean those fully documented increased costs reasonably incurred by the Contractor; (i.e., costs over and above what the Contractor would otherwise have incurred) which are directly attributable to increasing the performance level of the Work in an attempt to complete necessary Activities of the Work earlier than otherwise anticipated, such as for additional equipment, additional crews, lost productivity, overtime and shift premiums, increased supervision, and any unexpected movement of materials, equipment, or crews necessary for resequencing in connection with acceleration efforts. Accept or Acceptance Formal conditional determination in writing by the County Project Manager that a particular matter or item appears to meet the requirements of the Contract Documents. Activity Parts of the Work including finished products or functional processes required as subcomponents of the Work Breakdown Structure, as defined by the Contractor. Additional Requested Elements The meaning set forth in Book 2, Section 1.5. Affected Area As related to mined land reclamation, the total disturbed surface of a pit or quarry such as sand, gravel, topsoil, or borrow, that is being mined or will be mined. The area includes, but is not limited to, the excavation area, plant, and stockpile areas, parking and storage areas, and the haul roads. 135 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Affiliate (1) Any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with the: (i) Contractor or (ii) any Major Participant; and (2) Any Person for which 10% or more of the equity interest in such Person is held directly or indirectly, beneficially, or of record by the: (i) Contractor, (ii) any Major Participant, or (iii) any Affiliate of the Contractor under Part (1) of this definition. For purposes of this definition, the term "control" means the possession, directly or indirectly, of the power to cause the direction of the management of a Person, whether through voting securities, by contract, family relationship, or otherwise. Alternative Technical Concept The meaning set forth in Section 2.2 of the Instructions to Proposers. Applicable Laws See Legal Requirements. Application for Final Payment The application described in Book 1, Section 11.6.1. Approve or Approval Formal conditional determination in writing by the CDOT Project Manager that a particular matter or item is good or satisfactory for the Project. Such determination may be based on requirements beyond those set forth in the Contract Documents without payment of additional compensation or a time extension and may reflect preferences of CDOT. Architectural and Engineering Services All Work relating to the design, including preparation and interpretation of architectural and engineering plans and specifications, development of design solutions for conformance with all codes and public safety requirements and other design related decision -making, and any other activities, collectively, which are required to be practiced by an architect or engineer in accordance with the laws of the State of Colorado. As -Built Documents The documents to be provided by the Contractor as described in Book 2, Section 3. Award The Acceptance of the Proposal by the County (with the understanding that the order of priority of the various Contract Documents shall be as set forth in Book 1, Section 1.3, and that the County shall have the right to require compliance with the requirements of the Contract Documents, even though it may necessitate performance of Work by the Contractor not contemplated in the Proposal Documents). Backfill Material used to replace or the act of replacing material removed during construction. 136 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Base Course One or more layers of specified material and thickness placed on a subbase or a subgrade to support a surface course. Baseline Schedule The meaning set forth in Book 1, Section 13 and Book 2, Section 2. Basic Configuration The elements defining the Project as set forth in Book 2, Section 1.4, subject to any permitted modifications thereto contained in the Proposal Documents. Betterment As related to Utilities, a betterment is generally defined as the upgrading; (e.g. increase in capacity) of a Utility being relocated that is not attributable to the construction of the Project or is made solely for the benefit of and at the election of the Utility Owner (not including a technology improvement which can be implemented at a cost equal to or less than the cost of a "like for like" replacement or relocation). The use of new materials or compliance with current standards in the performance of the Utility Work is not considered a Betterment. Blue Book The meaning set forth in Book 1, Section 13.7.3.1. Book 1 The Contract Document designated as Book 1 in the RFP. Book 2 The Contract Document designated as Book 2 in the RFP. Bridge A structure, including supports, erected over a depression or an obstruction such as water, highway, or railroad, and having a track or passageway for carrying traffic or other moving loads and having a length measured along the center of roadway of more than 20 feet (6 m) between undercopings of abutments or extreme ends of openings for multiple boxes. Length. The length of a bridge structure is the over-all length measured along the line of survey stationing back to back of backwalls of abutments, if present, otherwise, end to end of the bridge floor; but in no case less than the total clear opening of the structure. Roadway Width. The clear width measured at right angles to the longitudinal centerline of the bridge between the bottom of curbs or guard timbers, or in the case of multiple heights of curbs, between the bottoms of the lower risers. Calendar Day Each and every day shown on the calendar, beginning and ending at midnight. Certificate of Compliance A certification, including a signature by a person having legal authority to act for the manufacturer, stating that the product or assembly to be incorporated into the Project was fabricated in accordance with and meets the applicable requirements of the Contract Documents, or verifying the quality and quantity of material delivered which shall be accepted by the Contractor, whichever is applicable. 137 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Certified Invoice Any invoice or billing endorsed by the Contractor, certifying that material, specialty work, subcontract work, rental, lease, services, etc. were acquired for the Project and that the invoiced or billed amount represents the actual costs. Certified Test Report A test report from the manufacturer or an independent testing laboratory, including a signature by a person having legal authority to act for the manufacturer or the independent testing laboratory stating that the test results show that the product or assembly to be incorporated into the Project has been sampled and tested and the samples have passed all specified tests. Change Order The meaning set forth in Book 1, Section 13.1.1.1. Claim A separate demand by the Contractor for: (i) a time extension which is disputed by the County, or (ii) payment of money or damages arising from work done by or on behalf of the Contractor in connection with the Contract which is disputed by the County. A claim will cease to be a Claim upon resolution thereof, including resolution by delivery of a Change Order or Contract amendment signed by all parties. Commercial Vehicle(s) A vehicle used on highways, in interstate commerce, that meets one of the following criteria: (i) has a Gross Vehicle Weight Rating (GVWR) or Gross Combination Weight Rating (GCWR), or gross vehicle weight or gross combination weight of 10,001 pounds or more, whichever is greater; (ii) is designed to transport more than eight passengers (including the driver) for compensation; (iii) is designed to transport 16 or more people, including the driver and is not used to transport passengers for compensation; (iv) functions to transport hazardous materials in quantities requiring the vehicle to be placarded. Completion Deadline Any or all of the following deadlines, depending on the context: any Milestone Completion Deadline, any Segment Completion Deadline, and/or the Final Acceptance Deadline. Construction Acceptance Testing The meaning set forth in Book 2, Section 3.7. Constructive When used in connection with the terms "change in the Work," "delay," "suspension," or "acceleration," that change in the Work, delay, suspension, or acceleration which, but for the express terms of the Contract Documents, could be inferred or implied at law. Contaminated Groundwater Extracted groundwater including contaminants above legally -permitted discharge levels so as to require treatment prior to re -use or disposal. Contaminated groundwater, which may legally be re -used without treatment, including use for dust control, or which merely requires dilution prior to re -use or disposal, shall specifically be excluded from the definition. 138 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Contaminated Soils Soils containing Hazardous Substance constituents in an amount above the applicable CDPHE remediation levels, and less than the amounts set forth in 40 CFR, Part 261. Contract Depending on the context: (i) the Design/Build Contract, or (ii) collectively, the Contract Documents, which establish the rights and obligations of the County and the Contractor. Contract Deadlines The deadlines set forth in Book 1, Section 4.3 Contract Documents The meaning set forth in Book 1, Section 1.2. Contract Drawings The drawings included in Book 4, including the ROW Plans. Contract Price The meaning set forth in Book 1, Section 11.1.1. Contract Schedule The meaning set forth in Book 2, Section 2. Contractor The meaning set forth in the first page of Book 1. Contractor -Related Entities Contractor, Major Participants, Subcontractors, their employees, agents and officers and all other Persons for whom Contractor may be legally or contractually responsible. Contractor Specifications The specifications describing the Work that are developed by the Contractor. Contractor's Engineer A professional engineer registered in the State of Colorado who is responsible for engineering and administrative supervision of the Project on behalf of the Contractor, who is either an employee of the Contractor, or a consulting engineer under contract to the Contractor. Contractor's Utility Tracking Report The report regarding Utilities likely to be impacted by the Project which the Contractor shall maintain on a current basis, and which the Contractor shall periodically submit to the County, as more particularly described in Book 2, Section 7.3.2 County The Project Director for the Project, acting directly or through a representative authorized in writing, who is responsible for administrative supervision of the Project; or Weld County for the use and benefit of the Department of Public Works, whichever the context requires. 139 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract County -Caused Delays Unavoidable delays, to the extent that they affect the Critical Path, arising from the following matters and no others: (a) A suspension order pursuant to Book 1, Section 14.1; (b) County -Directed Changes; (c) Failure or inability of the County to provide responses to proposed schedules, design submittals and other submittals and matters for which response by the County is required, within the time periods indicated in the Contract Documents; (d) Uncovering, removing, and restoring Work, to the extent provided in Book 1, Section 5.5.3; (e) Delay in issuance of NTP1 or provision of reasons why it was unable to do so to the extent provided in Book 1, Section 4.2.1; (f) Any improper action by the County as representative with binding authority or improper failure to act by the County within a reasonable time after delivery of notice by the Contractor to the County requesting such action; and (g) Any court order to suspend Work shall not be considered a County -Caused Delay (although it may qualify as a Force Majeure event) despite the fact that the County may specifically direct the Contractor to comply with the court order. County -Directed Changes Any changes in the Work (including changes in the standards applicable to the Work), which the County has directed the Contractor to perform as described in Book 1, Section 13. Critical Path The precedence of activities with total Float less than or equal to zero on each applicable Contract Schedule. Current Baseline Schedule The meaning set forth in Book 2, Section 2. Day The meaning set forth in Book 1, Section 1.8. Defect or Defective Condition Nonconforming Work. Delay and Disruption Damages The meaning set forth in Book 1, Section 13.5.2. Department The Weld County Department of Public Works. Design Acceptance Review The meaning set forth in Book 2, Section 3. Design/Build Contract That certain Design/Build Contract (Weld County Road 49 Corridor Expansion Design/Build Project) executed by the County and the Contractor (to which this Exhibit A is attached), and any and all amendments thereto. 140 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Design Documents All drawings (including plans, elevations, sections, details, and diagrams), specifications, reports, calculations and records, at any stage of development or revision necessary for design of the Project in accordance with the Contract Documents. Differing Site Conditions "Differing Site Conditions" shall mean (a) subsurface or latent conditions encountered at the exact boring holes identified in the geotechnical reports included one the website, which differ materially from those conditions indicated in the geotechnical reports for such boring holes, or (b) physical conditions of an unusual nature, differing materially from those ordinarily encountered in the area and generally recognized as inherent in the type of work provided for in the Contract. The term shall specifically exclude all such conditions of which Contractor had actual or constructive knowledge as of the Proposal Due Date. The foregoing definition specifically excludes (x) Utility facilities, (y) Hazardous Substances and (z) any conditions which constitute or are caused by a Force Majeure event. Directive Letter The letter described in Book 1, Section 13.1.1.2. Dispute The meaning set forth in Book 1, Section 19.2. Dispute Resolution Board The board described in Book 1, Section 19.2.3. Effective Date The date of execution of the Contract by the County. Engineer See "Contractor's Engineer." The Contractor acknowledges and agrees that the County will be responsible for certain oversight and other matters with respect to the Project, and that as a result certain rights in favor of the Engineer may be exercised by and inure to the benefit of the County rather than the Contractor's Engineer. In the event any question arises regarding whether any such rights are applicable to the County or how to apply such rights, the County's interpretation regarding such matter shall control. Environmental Approvals The EA, ROD, COE Section 404 Permit, COE Section 401 Certificate, CDOT Municipal Separate Storm Sewer (MS4) NPDES Permit, and SB 40 Certification for the Project identified in Book 2, Section 5. Environmental Compliance Work Plan The meaning set forth in Book 2, Section 5. 141 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Environmental Laws All Legal Requirements now or hereafter in effect relating to the environment or to emissions, discharges, releases, or threatened releases of Hazardous Substances into the environment, including into the air, surface water or groundwater, or onto land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Substances or otherwise relating to the protection of public health, public welfare, or the natural environmental (including protection of nonhuman forms of life, land, surface water, groundwater, and air), including the statutes listed in the definition of Hazardous Substances; the National Environmental Policy Act, as amended, 42 U.S.C. §§ 4321 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. §§ 651 etseq.; and the Hazardous Materials Transportation Act, as amended, 49 App. U.S.C. §§ 1801; the Endangered Species Act, as amended, 16 U.S.C. §§ 1531 etseq.; the Clean Water Act, 33 U.S.C. §§ 1251, et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f, et seq.; the Migratory Bird Treaty Act, 16 U.S.C. §§ 703 et seq.; and the Eagle Protection Act, 16 U.S.C. § 668, each as amended. Equipment All machinery, tools, and apparatus together with supplies for upkeep and maintenance, necessary for the proper construction and acceptable completion of the Work. Error An error, omission, inconsistency, inaccuracy, deficiency or other defect. Escrowed Proposal Documents The meaning set forth in Book 1, Section 22.1. Event of Default A default as described in Book 1, Section 16.1.1, following notice and opportunity to cure to the extent permitted by Book 1, Section 16.1.2 and issuance by CDOT of notice that an Event of Default has occurred. Existing Utility Plans The set of plans included on the website, Reference Documents — Utilities, which is labeled "Existing Utility Plans with Recommended Relocations." Extraordinary Circumstances A circumstance which (1) could not have reasonably been foreseen or avoided by the Contractor with the exercise of due diligence, and (2) is not already addressed in any of the contract documents, and (3) results in an additional expense to the Contractor estimated by the County and Contractor to be in excess of $500,000 per occurrence and $1,000,000 aggregate. In the event a single occurrence exceeds $500,000, the County will compensate the Contractor for the amount in excess of $500,000 and this additional amount will not be counted towards the $1,000,000 aggregate limit. In the event the $1,000,000 aggregate limit is reached, the County will compensate the Contractor for the amount exceeding $1,000,000. A change order shall be issued by the County to adjust the contract price. 142 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Final Acceptance Acceptance of the Project as described in Book 1, Section 20. Final Design Documents The completed Design Documents following Acceptance thereof by the County as described in Book 2, Section 3. Fixed Contract Price The Fixed Contract Price shall be the cost submitted on Form J of the Instructions to Proposers. Fixed Price/Best Design Approach The best value selection method set forth in Weld County Code. Float The meaning set forth in Book 2, Section 2. Force Majeure For purposes of a Contract Price increase, the meaning set forth in Book 1, Section 13.3.1.1(9)(a). For purposes of Contractor's entitlement to a time extension, the meaning set forth in Book 1, Section 13.3.1.1(9)(b). General Layout Drawing A drawing depicting the Plan View, the Longitudinal Section, a Profile Diagram and a Typical Section for a given structure. Governmental Approval Any approval, authorization, certification, consent, decision, exemption, filing, lease, license, permit, agreement, concession, grant, franchise, registration or ruling, required by or with any Governmental Person in order to design and construct the Project. Governmental Person Any federal, state, local or foreign government and any political subdivision or any governmental, quasi -governmental, judicial, public or statutory instrumentality, administrative agency, authority, body or entity. The term includes the State of Colorado and agencies and subdivisions thereof, including the Department of Transportation. Hazardous Substances Any of the following: (a) Substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC Section 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, 49 USC Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 USC Section 6901 et seq. ("RCRA"); the Toxic Substances Control Act, 15 USC Sections 2601 et seq.; the Clean Water Act, 33 USC Sections 1251 et seq.; the Clean Air Act, 42 USC Sections 7401 et seq.; all as amended, or any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect, (b) Any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory based on 143 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract negligence, trespass, intentional tort, nuisance or strict liability or under any reported decisions of a state or federal court, (c) Petroleum or crude oil excluding de minimis amounts and excluding petroleum and petroleum products contained within regularly operated motor vehicles, and (d) Asbestos or asbestos -containing materials in structures and or other improvements on or in the Site (other than mineral asbestos naturally occurring in the ground). Highway, freeway, street, or road A general term denoting a public way for purposes of vehicular travel, including the entire area within the ROW. Holidays New Year's Day, Dr. Martin Luther King, Jr.'s Birthday (observed), Washington -Lincoln Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, and Christmas Day. When New Year's Day, Independence Day or Christmas Day falls on Sunday, the following Monday shall be considered a Holiday. When one of these days falls on a Saturday, the preceding Friday shall be considered a Holiday. Additional legal holidays, when designated by the Board of Weld County Commissioners, the Governor of the State of Colorado, or the President of the United States will also be included as Holidays. Incidental Utility Work Incidental Utility Work shall include Abandonment, Protection -in -Place and Utility Removal Work necessary and/or determined by the Contractor to be convenient for construction and/or accommodation of the Project. The Contractor shall be responsible for Incidental Utility Work for all Utilities, including regired Governmental Approvals Including, or including, includes, included All references in the Contract Documents to "Including" or "including" shall mean "including, but not limited to". Incremental Costs Those costs, if any, which the Contractor incurs as a result of a particular circumstance, which the Contractor would not have incurred but for the circumstance. In determining such costs, one would determine the total cost that the Contractor would have incurred had the circumstance not occurred, and subtract such amount from the costs actually incurred; the difference is the "increment." (For example, if the Contractor originally has to relocate three water lines, and a fourth water line is discovered in the same general area which can be relocated by the same crew, then if the Contractor is entitled (pursuant to Contract Section 13.11.3) to a Change Order increasing the Contract Price on account of such newly discovered water line, the County will be charged with only the costs of keeping the crew working the additional time to relocate the fourth water line, and will not be charged any portion of the expense of moving the crew to the site in the first place.) Indemnified Parties The meaning set forth in Book 1, Section 18.1.1. Independent Assurance The meaning set forth in Book 2, Section 3. 144 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract initial Schedule The meaning set forth in Book 2, Section 2 Inspection The act of viewing or looking carefully at construction, manufacturing, design, and maintenance practices, processes, and products, including document control and shop drawing review, to ensure that the practices, processes, and products comply with the quality requirements contained in the Contract Documents. Inspector or Inspector The Contractor's authorized representative assigned to perform inspection of Contract performance. Instructions to Proposers The RFP Document identified as Instructions to Proposers. Key Personnel The persons listed on Contract Exhibit D, subject to revision in accordance with the Contract Documents. Laboratory The testing laboratory of the Contractor, the County, or any other certified testing laboratory. Landscape and Aesthetics The design and visual treatment of Project elements and componentry comprising landscaping for the highway ROW, architectural treatment of bridges and Structures with their adjacent environments, retaining and noise wall patterning, parking structures, site furnishings and lighting and slope paving. Landscape Acceptance The meaning set forth in Book 2, Section 5. Landscape and Wetlands Establishment Period The meaning set forth in Book 2, Section 5. Late Finish Cost Schedule The late start dates set forth on each applicable Contract Schedule, subject to revision in connection with any Change Orders, which revise the Contract Schedules. Legal Requirements All applicable federal, state and local laws, codes, ordinances, rules, regulations, judgments, decrees, directives, guidelines, policy requirements, orders and decrees of any Governmental Person having jurisdiction over the Project or Site, the practices involved in the Project or Site, any Work, or any Utility Work being performed by a Utility Owner. The term "Legal Requirements" does not include Governmental Approvals. Lien Any pledge, lien, security interest, mortgage, deed of trust or other charge or encumbrance of any kind, or any other type of preferential arrangement (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature of a security instrument, and the filing of or agreement to file any financing statement or other instrument intended to perfect a security interest). Liquidated Damages The damages described in Book 1, Section 17.1. 145 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Major Participant Any of the following entities: all general partners or joint venture members of Proposer; all individuals, persons, proprietorships, partnerships, limited liability partnerships, corporations, professional corporations, limited liability companies, business associations, or other legal entity however organized, holding (directly or indirectly) a 15 percent or greater interest in Proposer; and each engineering/design subconsultant that will perform 20 percent or more of the design Work. Materials All components required for use in the construction of the Project. Monthly Progress Schedule The meaning set forth in Book 2, Section 2. Multi -Use Trail A trail that accommodates various travel modes. Necessary Design Change The meaning set forth in Book 1, Section 2.4.3. New Environmental Approval Any of the following: (a) A new Governmental Approval of the same type as an Environmental Approval; and (b) A renewal, revision, modification or amendment to one or more of the Environmental Approvals. Nonconformance Report (NCR) The report described in Book 2, Section 3. Nonconforming Work Work performed that does not meet the requirements of the Contract Documents. Nonconforming Work Notice (NWN) The notice described in Book 2, Section 3. Notice of Final Acceptance The notice delivered to the Contractor under Book 1, Section 20.1.4 stating that final County acceptance of the Project has occurred. Notice of Termination (or Partial Termination) A notice issued by the County to terminate the Contract and the performance of Work by the Contractor, either in whole or in part, pursuant to Book 1, Section 15. NTPI Payment Cap NTP2 Payment Cap NTP3 Payment Cap The amount of $15,000,000 The amount of $55,000,000 The remaining construction costs Operation Acceptance Reviews The meaning set forth in Book 2, Section 3. Original Baseline Schedule The meaning set forth in Book 2, Section 2. Overburden Any material that overlays material designated for road or bridge construction. 146 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Pavement Structure The combination of one or more of the following courses placed on a subgrade to support and distribute the traffic load to the roadbed. Subbase. The layer or layers of specified or selected material placed on a subgrade to support a base course, surface course, or both. Base Course. The layer or layers of specified or selected material placed on a subbase or a subgrade to support a surface course. Surface Course. One or more layers of a pavement structure designed to accommodate the traffic load, the top layer of which resists skidding, traffic abrasion, and the disintegrating effects of climate. The top layer is sometimes called "Wearing Course." Payment Bond The payment bond described in Book 1, Section 8. PCO Notice The potential change order notice described in Book 1, Section 13.3. Performance Bond The performance bond described in Book 1, Section 8 Permission to Enter Property Forms The meaning set forth in Book 2, Section 8 Person Any individual, corporation, company, voluntary association, partnership, trust, unincorporated organization, or Governmental Person, the County. Private Utility A Utility that is owned by a Private Utility Owner. Private Utility Owner Any owner or operator of a Utility that is not a Public Utility Owner. However, a private property owner, which merely owns one or more Service Lines is not considered a Private Utility Owner as a result of such ownership. Profile Grade The trace of a vertical plane usually intersecting the top surface of the proposed rail or wearing surface and usually along the longitudinal centerline of the roadbed. Profile grade means either elevation or gradient of such trace according to the context. Project The Weld County Road 49 Corridor Expansion Design/Build Project, as more specifically described in Book 2, Section 1.0, and all Work to be provided by the Contractor as a condition to Final Acceptance. Project Completion Deadline Achievement of all Work necessary to meet the Project Completion Deadline as described in Book 1, Section 4.3. Project Control Diagram The meaning set forth in Book 2, Section 9.2. Project Manager The person designated by the Contractor to supervise the Project Persons performing Work, and to receive delivery of notices to the Contractor per Book 1, Section 24.9.1. Project Survey Coordinator The meaning set forth in Book 2, Section 9. 147 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Proposal or Proposal Documents Those documents constituting the Contractor's proposal in response to the RFP, including any best and final offers or supplements to proposals as may have been requested by the County. Proposal Due Date The date the Proposal was due as specified in the instructions to Proposers. Proposer An individual, firm, partnership, corporation, joint venture, or combination thereof that was shortlisted under the County's Request for Qualifications issued on December 22, 2014 and that submits a proposal in response to the RFP. Proposer's Price The price included by the Proposer in Form J. Protection -in -Place or Protect -in -Place Any Activity undertaken to avoid damaging a Utility which does not involve removing or relocating that Utility, including staking the location of a Utility, avoidance of a Utility's location by construction equipment, installing steel plating or concrete slabs, encasement in concrete, temporarily de -energizing power lines, and installing physical barriers, per Utility Owner's requirements as necessary to ensure their safe operation and structural integrity. For example, temporarily lifting power lines without cutting them would be considered Protection in Place; whereas temporarily moving power lines to another location after cutting them would be considered a temporary Relocation. Public Information Plan The plan provided by the Contractor and Approved by the County as described in Book 2, Section 4 (or, prior to such Approval, the draft public information plan included with the Proposal Documents). Public Utility A Utility that is owned by a Public Utility Owner. Public Utility Owner Any owner or operator of a Utility that is entitled to reimbursement of its Relocation costs pursuant to Section 43-1-225, Colorado Revised Statutes; provided, however, that in the event of any inconsistency between the foregoing definition and the designation of a Utility Owner as either "public" or "private" in the Reference Documents —Utilities, the designation set forth in the Reference Documents — Utilities shall control. Punch List The list of Work items with respect to the Project which remain to be completed after achievement of each Milestone Completion, each Segment Completion, or the Project Completion, generally limited to minor incidental items of Work necessary to correct imperfections which have no adverse effect on the safety or operability of the Project. Quality Assurance (QA) All those planned and systematic actions necessary for the Contractor to certify to the County that all Work fully complies with the requirements of the Contract Documents and that all materials incorporated in the Work, all equipment used, and all elements of the Work will perform satisfactorily for the purpose(s) intended. 148 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Quality Control (QC) The activities performed by the Contractor, designer, producer or manufacturer to ensure and document that a product meets the requirements of the Contract Documents. Activities may include checking, materials handling and construction procedures, calibrations and maintenance of equipment, shop drawing review, document control, production process control, and any sampling, testing, and inspection done for these purposes. Railroad Depending on the context, either the ROW, tracks, and systems used for rail traffic in the vicinity of the Project, or the Union Pacific Railroad Company. Real -Time Notice Information about construction activities as they happen. This information will be disseminated to stakeholders through a variety of tools to give them access to current Project conditions. Reasonable Accuracy The meaning set forth in Book 1, Section 6.2. Recognized Hazardous Materials The meaning set forth in Book 2, Section 5. Record Set A reproduction of a drawing or set of drawings, design calculations, or other record of engineering work required to be performed by the Contractor's Engineer in accordance with the Rules of Procedures of the State Board of Registration for Professional Engineers and Land Surveyors. Recovery Schedule The schedule described in Book 2, Section 2, and which Contractor is required to provide under Book 1, Section 4.5. Reference Documents The RFP Documents designated on the website, Reference Documents, and described in Book 1, Section 1.4. Reference Drawings Preliminary and conceptual design plans and related documents provided as part of the Reference Documents. Released for Construction Documents The drawings (including plans, elevations, sections, details, and diagrams), specifications, shop drawings, drawings, samples, reports and calculations approved by the Contractor for construction as required by Book 2, Section 3. Relocation or Relocate As related to Utilities, each removal, transfer of location, Abandonment and/or protection in place (including provision of temporary services as necessary) of any and all Utilities that is necessary or advisable in order to accommodate or permit construction of the Project. Remediation Work After determination by the Contractor that a Hazardous Substance(s) exists, sampling, treatment, and/or off -Site disposal of Hazardous Substances and materials containing Hazardous Substances, as Approved by the County and in accordance with Book 2, Section 5. Request for Change Order (RCO) A Contractor -initiated request for a change order under Book 1, Section 13.3. 149 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Request for Change Proposal (RCP) A proposal issued by the County under Book 1, Section 13.2.1. Request for Proposals The Request for Proposals for the Weld County Road 49 Corridor Expansion Design/Build Project issued by the County on or about March 20, 2015, including all addenda thereto. Retainage The meaning set forth in Book 1, Section 11.5.1. Revised Baseline Schedule The meaning set forth in Book 2, Section 2. RFP Documents The documents listed in TTP Section 1.2. Right -of -Way The real property and property interests provided by the County and/or Utility Owners (through agreements with the County) necessary for ownership and operation of the Project. Road A general term denoting a public way for purposes of vehicular travel, including the entire area within the ROW. Roadbed The graded portion of highway within top and side slopes, prepared as a foundation for the pavement structure and shoulders. Roadbed Material Material in cuts, embankments, and in embankment foundations from the subgrade down that supports the pavement structure. Roadside A general term denoting the area adjoining the outer edge of the roadway. Extensive areas between the roadways of a divided highway may also be considered roadside. Roadside Development Those items necessary for the preservation of landscape materials and features. The rehabilitation and protection against erosion of all areas disturbed by construction through seeding, sodding, mulching and the placing of other ground covers. Suitable planting and other improvements as may increase the effectiveness and enhance the appearance of the highway. Roadway The portion of a highway within limits of construction. Roadway Width See bridge. Routine Maintenance Activity The type of work performed on a routine; (e.g., daily or weekly) basis to maintain the highway surfaces, shoulders, roadsides, facilities, and structures; such as litter pickup, graffiti removal, and vegetation control. ROW Access Schedule The meaning set forth in Book 1, Section 6.1.1.2. ROW Plans The meaning set forth in Book 1, Section 6.1.1. Safety Management Plan The Approved safety management plan established by the Contractor, as specified in Book 2, Section 2 (or, prior to such Approval, the draft safety management plan included with the Proposal Documents). Salvable Material Material that can be saved or salvaged. Unless otherwise specified in the Contract, all salvable material shall become the property of the Contractor. 150 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Second Notice to Proceed (NTP2) A written notice issued by Weld County to the Contractor to proceed with the remainder of the Work on the date specified therein. Service Line As related to Utilities, a Utility line, the function of which is to directly connect the improvements on an individual property to another Utility line located off such property, which other Utility line connects more than one such individual line to a larger system. (The term "Service Line" also includes any Utility on public or private property that services structures located on such property.) Shop Drawings A general term that includes drawings, diagrams, illustrations, samples, schedules, calculations, and other data, which provide details of the construction of the Work and details to be used by the Engineer for inspection. Shoulder The portion of the roadway contiguous with the traveled way for accommodation of stopped vehicles, for emergency use, and for lateral support of base and surface courses. Sidewalk That portion of the roadway constructed for pedestrian use. Site The parcels of ROW identified on the ROW Plans or upon which the Project is to be constructed and installed as well as all other areas in the vicinity used by the Contractor for construction Work. Specialty Item Work requiring highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organization qualified and expected to bid on the Contract as a whole, and generally limited to minor components of the overall Contract. Stabilization Modification of soils or aggregates by incorporating materials that increase load -bearing capacity, firmness, and resistance to weathering or displacement. Stakeholder The meaning set forth in Book 2, Section 4. Standard Drawings Plans issued by CDOT or Weld County for general application and repetitive use in connection with CDOT or Weld County projects; the Standard Drawings will not apply to the Work except with regard to work performed using the documents or in connection with any design furnished by the Contractor which references the Standard Drawings. Standard Specifications Colorado Department of Transportation Standard Specifications for Road and Bridge Construction 2011. 151 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Standards of the Industry Practices, procedures, methods and standards that: (i) are consistent with current industry practices established for, or employed by, leading participants in the design, construction, operation, and maintenance industries; (ii) comply with applicable laws and applicable industry underwriters' and the fire and life safety codes and standards; and (iii) promote reliability, efficiency, safety, and security. Standards of the Industry include, without limitation, taking reasonable steps to assure that sufficient personnel are employed and available to perform the work and that such personnel are adequately skilled, experienced, and trained to design, construct, install, operate, and maintain the work properly and efficiently, and that appropriate coordination, monitoring, and testing is performed to assure that all elements of the work are designed, constructed, and installed so as to function as required by the Contract Documents. State State of Colorado acting through its authorized representative, or the State of Colorado in the geographic sense, depending on the context. Structures Bridges, culverts, catch basins, drop inlets, retaining walls, cribbing, manholes, endwalls, buildings, storm drains, service pipes, underdrains, foundation drains, fences, guardrail, signs, end sections, traffic signals, light standards, and other features which may be encountered in the Work and not otherwise classified. Subbase Layer(s) of specified material thickness placed on a subgrade to support a base course. Subcontract Any subcontract to perform any part of the Work or provide any materials, equipment or supplies for any part of the Work between the Contractor and a Subcontractor, or between any Subcontractor and its lower tier Subcontractor, at any tier. Subcontractor or Subconsultant Any Person with whom the Contractor has entered into any Subcontract and any other Person with whom any Subcontractor has further subcontracted any part of the Work, at any tier. Subgrade The top surface of a roadbed upon which the pavement structure, shoulders, and curbs are constructed. Subgrade Treatment Modification of roadbed material by stabilization. Substantial Landscape Completion The meaning set forth in Book 2, Section 17. Substructure All of the structure below the bearings of simple and continuous spans, skewbacks of arches, and tops of footings of rigid frames, together with the backwalls, wingwalls, and wing protection railings. Superintendent The Contractor's authorized employee responsible for the construction Work related to the Project or a Segment. Superstructure The entire structure except the substructure. 152 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Supplemental Specifications County -approved additions and revisions to the Standard Specifications. Supplier Any Person other than employees of the Contractor not performing work at the Site that supplies machinery, equipment, materials or systems to the Contractor or any Subcontractor in connection with the performance of the Work; Persons who merely transport, pick up, deliver, or carry materials, personnel, parts, or equipment or any other items or persons to or from the Site shall not be deemed to be performing Work at the Site. Surety Each properly licensed surety company approved by Weld County, which has issued one or more of the Payment and Performance Bonds. Surface Course One or more layers of a pavement structure designed to accommodate the traffic load, the top layer of which resists skidding, traffic abrasion, and the disintegrating effects of climate. The top layer is sometimes called the "Wearing Course." Technical Criteria The criteria described in Book 2 that establishes the minimum acceptable standards of quality, materials, and performance for the Work, and which will be used as a basis for reviews, and as a basis for Final Acceptance. Test The procedure and method of acquiring and recording physical data and comparing it to set standards and submitting a statement to such conditions or operations as will lead to its Acceptance or rejection (deficiency, Defective Condition, Nonconformance) of the item. Test -Based Acceptance Acceptance based on each test meeting minimum requirements. Test Procedure Methods that detail the practice of acquiring the Test data. Time and Materials Change Order A Change Order issued under Book 1, Contract Section 13.7. Traffic Control Plan The plan described in Book 2, Section 16. Traveled Way The portion of the roadway for the movement of vehicles, exclusive of shoulders and auxiliary lanes. Unit Price The meaning set forth in Book 1, Section 13.6.2. Unit Price Allowance The meaning set forth in Book 1, Section 11.1.1. United States Department of Transportation (USDOT) United States Department of Transportation or any executive department or agency thereof, or as the context may require, the USDOT Secretary or other person who may at the time be acting in the capacity of Secretary, or an authorized representative or any other person otherwise authorized to perform the functions to be performed hereunder by USDOT. 153 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Utility or utility (i) A privately, publicly or cooperatively owned line, facility and/or system for producing, transmitting or distributing communications, power, cable television, electricity, light, heat, gas, oil, crude products, water, steam, waste, signal systems and other products that directly or indirectly serve the public; and/or (ii) a privately owned irrigation facility. The necessary appurtenances to each utility facility shall be considered part of such utility. Without limitation, any Service Line connecting directly to a utility shall be considered an appurtenance to that utility, regardless of the ownership of such Service Line. The term "Utility" is sometimes also used to refer to the owner or operator of any such line, facility and/or system (a "Utility Owner"). The term "Utility" shall specifically exclude existing storm water facilities, traffic signals, and street lights. Utility Agreement A URA and/or a Work Order, as the context may require. Utility Delay Any failure by a Utility Owner to meet any time parameters for performance by such Utility Owner which are set forth in the applicable Work Order, which failure by the Utility Owner delays the Critical Path so as to impair the Contractor's ability to meet a Completion Deadline; provided, however, that: (i) to the extent that such failure is excused under a "force majeure" provision in the applicable URA or in the Work Order, such failure shall not be the basis for calculating a Utility Delay against the Utility Owner; however, the Contractor shall be entitled to an extension of any Completion Deadline(s), (ii) once the Contractor has issued a Design Acceptance Letter for a particular Utility -Owner furnished design pursuant to Book 2, Section 7, any subsequent failure by such Utility Owner to meet the time parameters in the applicable Work Order resulting from any failure of such design to comply with the requirements of Book 2, Section 7 shall not constitute a Utility Delay, and (iii) once the Contractor has issued a Construction Inspection Acceptance Letter for construction by a particular Utility Owner pursuant to Book 2, Section 7, any subsequent failure by such Utility Owner to meet the time parameters in the applicable Work Order resulting from any failure of such construction to comply with the requirements of Book 2, Section 7 shall not constitute a Utility Delay. Any time parameters set forth in a URA shall not be the basis for calculating a Utility Delay. Time extensions as related to Utility Delays are described in Book 1 Section 6.2.4. Utility Easements All permanent easements and/or other permanent interests in real property owned by Utility Owners in connection with existing Utilities. Utility Information Sheet (UIS) A form, completed prior to NTP1 for each Utility impacted by the Project, which documents the existing condition of such Utility and a preliminary Relocation recommendation to mitigate the potential conflict. 154 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Utility Owner The owner or operator of any Utility (including both Public Utility Owners and Private Utility Owners). Utility Owner Identification Number The number that has been assigned to each Utility Owner on the UISs. Utility Relocation Agreement (URA) An agreement made between the County and a Utility Owner that provides a general framework for addressing Utility conflicts associated with the Project, and which is deemed included in Appendix A (for Public Utility Owners) or Appendix B (for Private Utility Owners) to Book 2, Section 7.0. Utility Relocation Plans The design plans for Relocation of a Utility impacted by the Project to be prepared by the Contractor or the Utility Owner, as determined pursuant to Book 2, Section 7. Utility Removal Work Work necessary to remove any Utilities (whether or not in use as of the date of NTP 1, NTP2, or NTP3) for which leaving the Utilities in -place is not feasible or not permitted, or which the Contractor otherwise proposes to be removed in order to accommodate or permit construction of the Project, regardless of whether or not replacements for such Utilities are being installed in other locations). Value Engineering Change Proposal (VECP) The meaning set forth in the Book 1, Section 12. Verification/Verify The act of testing or inspecting performed by qualified testing or inspecting personnel employed by Weld County or its designated agent to independently establish Con brrnity to the Contract. Vision Message The Project message communicated by the Weld County Public Information Team, which will include the overall goals, strategies, direction, and philosophy of the Project. Warranty Any warranty made by the Contractor in Book 1, Section 21. WCR 49 Design Build Project Office The meaning set forth in Book 2. Wheel Path Wheel paths are the two sections of each through -traffic lane that bear the wheel loading. The center of each wheel path is located 3 feet from the center of the lane; each wheel path is 2 feet wide. 155 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Work All duties and services to be furnished and provided by Contractor as required by the Contract Documents, including the administrative, design, engineering, quality control, quality assurance, Relocation, procurement, legal, professional, manufacturing, supply, installation, construction, supervision, management, testing, verification, labor, Materials, equipment, documentation and other efforts necessary or appropriate to achieve Final Acceptance except for those efforts which the Contract Documents specify will be performed by Weld County or other Persons. In certain cases the term is also used to mean the products of the Work. Work Breakdown Structure The meaning set forth in Book 2, Section 2. Work Order An ordering agreement (as the same may be amended from time to time) among Weld County, a Utility Owner and the Contractor, providing detailed information and terms relating to the Relocation of a particular Utility, which is executed pursuant to a URA. At the County's election, any Work Order will also function as a Change Order, in accordance with Book 1, Section 6.2, when the Work Order form is completed and/or modified as directed by the County to reflect such dual function. Working Day Any Calendar Day other than Saturday, Sunday, or a Holiday. Working Drawings A general term that includes drawings, diagrams, illustrations, samples, schedules, calculations, and other data which illustrate the construction of the work, material, equipment, methods, and items which are necessary to construct the work in accordance with the plans and specifications. Written Permission of the County A letter signed by the authorized representative of Weld County granting specific permission and outlining limitations of the permission. 156 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit B — Form P — Completion Deadlines 157 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract FORM P COMPLETION DEADLINES Name of Proposer Contractor Duration 1. Final Completion Date in Advance of December 31, 2017. Final Acceptance Deadline: 90 Days after Project Completion Notes: Durations shall be set forth as Calendar Days. Project Completion Date shall be set forth as fixed date (i.e. month, day and year). 158 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit C — Form 1— Key Personnel 159 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract FORM I KEY PERSONNEL INFORMATION Name of Proposer: PROPOSED KEY PERSONNEL Position Name Key Personnel Included in SOQ (Yes or No) Employer's Firm Name Include Weld County Approval letter for Key Personnel not included in SOQ. 160 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit D — insurance Requirements 161 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1.1 General Insurance Requirements 1.1.1 Evidence of Insurance The Contractor shall provide evidence of insurance in a form acceptable to Weld County as proof of Compliance for all insurance requirements contained in this Section. For all Work that occurs on the Project Weld County shall be named as an additional insured on the insurance policies, except for the workers' compensation and professional liability policies. These insurance requirements are applicable to the Contractor only. When the Contractor requires a Subcontractor to obtain insurance coverage, the types and minimum limits of coverage may be different than those required in this Section 9. The evidence of insurance shall provide for ten Days' written notice of cancellation for nonpayment of premiums, or 45 days' written notice of cancellation for any other reason, including nonrenewal. Evidence of the insurance that contains the phrase "will endeavor to" preceding all references to provisions of notice by the insurance company shall be unacceptable. A Certificate of Insurance indicating certain specified amendments and attachments shall be acceptable, but Weld County reserves the right to request a complete certified copy of the policy, at Weld County's sole discretion. Contractor shall not commence any Work until it has complied with these insurance requirements and Weld County has approved the evidence of insurance. 1.1.2 A.M. Best Rating All insurance companies providing policies obtained to satisfy the insurance requirements must have an A.M. Best rating of A- VII or better. 1.1.3 Full Force and Effect The commercial general liability, excess (umbrella) liability, contractor's pollution liability and professional liability insurance coverage requirements will remain in full force and effect throughout the term of all warranties or as otherwise required by the Contract Documents, whichever is greater. 1.1.4 No Recourse There shall be no recourse against Weld County for payment of premiums or other amounts with respect to the insurance provided by the Contractor, or for deductibles under these policies. This provision does not affect any rights the Contractor is entitled to. 1.1.5 Indemnification The insurance coverage provided hereunder shall support, but is not intended to limit, the Contractor's indemnification obligations. 1.2 Contractor Provided Insurance The Contractor shall procure, at its own expense, insurance acceptable to Weld County, as described herein, and shall maintain such insurance, as specified herein, in accordance with the requirements stated in this section, or as otherwise Approved by Weld County at its sole discretion. 162 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1.2.1 Workers' Compensation and Employer's Liability Coverage The Contractor shall provide Workers' Compensation coverage that is in compliance with all Legal Requirements and Employer's Liability with minimum limits of $500,000 by disease each person, $500,000 by disease aggregate, and $500,000 each person by accident. 1.2.2 Commercial General Liability Insurance The Contractor shall provide Commercial General Liability broad form coverage for Bodily Injury, Property Damage, Personal Injury and Advertising Liability written on an occurrence form that shall be no less comprehensive or more restrictive than the coverage provided by Insurance Services Office (ISO) for CG 00 01 10 01. 1. Limits of liability. General liability: A. $2 million - each occurrence. B. $4 million - general aggregate (annually). The general aggregate limit shall not be diminished by claims on other projects. C. $2 million - personal injury/advertising liability. D. $4 million - products/completed operations liability. 2. Such insurance shall include, by its terms or appropriate endorsements, Bodily Injury, Property Damage, Legal liability, Personal Injury, Blanket Contractual, Independent Contractors, Premises, Operations and Products and Completed Operations. Such insurance shall also include blanket coverage for Explosion, Collapse, and Underground (XCU) hazards. 3. Products and Completed Operations coverage shall be continued for a minimum of five years from Project Completion. 4. Weld County shall be an additional insured with respect to liability arising out of acts or omissions of the Contractor or its Subcontractors, whether on or off the Site. 1.2.3 Automobile Liability Insurance The Contractor shall provide commercial automobile liability insurance covering all owned/leased, non -owned and hired vehicles used in the performance of Work, both on and off the Site, including loading and unloading. The following limits of liability and other requirements shall apply: 1. $2 million combined single limit for bodily injury and property damage liability. 2. Coverage shall be provided on ISO form number CA 00 01 10 01 or equivalent. 3. The policy will include uninsured and underinsured, in compliance with Colorado law. 4. The policy shall be endorsed to include Motor Carrier Act endorsement — Hazardous Materials Cleanup (MCS-90), if applicable. 163 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract 1.2.4 Excess (Umbrella) Liability Insurance The Contractor shall provide Umbrella or Excess Liability insurance with limits of not less than $20 million per occurrence and $20 million annual aggregate which will provide bodily injury, personal injury and property damage liability at least as broad as the primary coverages set forth above, including Employer's Liability, Commercial General Liability and Commercial Automobile Liability, as set forth in this Section. 1.2.5 Contractor's Pollution Legal Liability Coverage The Contractor shall provide pollution legal liability coverage for the Project. The following limits and conditions shall apply: 1. The limit of liability per occurrence shall be at least $5 million and the total Project aggregate shall be at least $10 million. 2. Weld County shall be named as an additional insured (to the extent commercially available as determined by Weld County). 3. The policy form shall be written on an occurrence -based form. The extended reporting period must be at least 24 months following completion of the Work. 4. Weld County reserves the right to purchase a Project -specific policy in lieu of the Contractor's pollution legal liability policy. 1.2.6 Professional Liability Insurance The Contractor or Sub consultant shall provide Project Professional Liability Coverage for the protection of all design professionals associated with the Project as follows: 1. Limits of Liability will be at least $2 million per claim and an aggregate of at least $5 million. Insurance does not have to be purchased on a project specific basis 2. The policy will have a three-year extended reporting period from the Final Acceptance Date with respect to all events that occurred, but were not reported, during the term of the policy. 3. The policy shall protect against any negligent act, error or omission arising out of design or engineering including environmental design or consulting with respect to the Project. 4. The policy shall have a retroactive date of no later than the date the first design and/or engineering Activities have been conducted by the design professionals and contractors associated with the Project. 5. Contractor shall provide insurance for construction management activities in the amounts required in this Section 9.2.6, per the Contractor's usual business practices including, but not limited to, purchasing a construction management professional policy or an errors and omissions policy. 164 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract If the Sub consultant provides Project Professional Liability Coverage, Contractors shall confirm that all requirements of this section have been met prior to the start of design Work. 1.2.7 Railroad Protective Insurance In addition to the above, the Contractor shall furnish evidence to Weld County that, with respect to the operation the Contractor or any of its subcontractors perform, the Contractor has provided for and on behalf of the Railroad Company, and each Railroad Company when more than one is involved, Railroad Protective Public Liability and Property Damage Insurance provided for a combined single limit of Five Million Dollars ($5,000,000.00) per occurrence with an aggregate limit of Ten Million Dollars ($10,000,000) applying separately for each annual period for: 1. All damages arising out of bodily injuries to or death of one or more persons. 2. All damages arising out of injury to or destruction of property. Said policy or policies of insurance shall be deemed to comply with the Railroad Protective Insurance requirements if each of said policies contains a properly completed and executed "Railroad Protective Liability Form." All required policy or policies of insurance shall be submitted to Weld County for transmittal to the Railroad Company's Insurance Department. The Railroad Protective Insurance shall be carried until all Work required to be performed under the terms of the Contract is satisfactorily completed as evidenced by the formal acceptance of Weld County. The Railroad Company shall be furnished with the original of each policy carried on its behalf. 1.2.8 Builder's Risk Unless otherwise expressly stated in the Supplementary General Conditions the Contractor shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the Probable Maximum Loss value at all times including any subsequent contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed to in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made or until no person or entity other than Weld County has an insurable interest in the property or the Date of Notice specified on the Notice of Acceptance or whichever is later. This insurance shall include interests of Weld County, the Contractor, and Subcontractors in the Project as named insureds. 165 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract All associated deductibles shall be the responsibility of the Contractor. Such policy may have a deductible clause but not to exceed one hundred thousand dollars ($100,000) and the deductible for Work in a one hundred (100) year flood plain may not exceed two hundred and fifty thousand dollars ($250,000). Property insurance shall be on an "all risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris, removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architectural and Engineering Services and expenses required as a result of such insured loss. Contractor shall maintain Builders Risk coverage including partial use by Weld County. The Contractor shall waive all rights of subrogation as regards to Weld County and Weld County, its officials, its officers, its agents and its employees, all while acting within the scope and course of their employment. For damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section or other property insurance applicable to the Work. The Contractor shall require all Subcontractors at any tier to similarly waive all such rights of subrogation and shall expressly include such a waiver in all subcontracts. Upon request by Weld County, the amount of such insurance shall be increased to include the cost of any additional Work to be done on the Project, or materials or equipment to be incorporated in the Project, under other independent contracts let or to be let. In such event, the Contractor shall be reimbursed for this cost at its share of the insurance in the same ratio as the ratio of the insurance represented by such independent contracts let or to be let to the total insurance carried. Weld County shall have the power to adjust or settle any loss. Unless it is agreed otherwise, all monies received shall be applied first on rebuilding or repairing the destroyed or injured Work. 166 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit E — Certification Statement 167 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract CERTIFICATION STATEMENT The Contractor shall submit the following documentation to Weld County, which documentation shall be retained in the Project records: 1. A certified invoice for purchased material shall contain the following statement, which has been signed by the Contractor: "We certify, by photocopy of this invoice, the quantity of material represented by this invoice was purchased and received for the WCR 49 Design Build Project and the prices shown are the actual costs." Contractor Date Verification shall be provided that payment requested for material furnished and delivered will not exceed the amount paid by Contractor as evidenced by a bill of sale supported by paid invoice, or 75% of the in -place price, whichever is less. Signed: Contractor's Superintendent and Subcontractors' Superintendents (if applicable) The Contractor will review this analysis for reasonableness. If the analysis is considered reasonable, the Contractor will sign and date it. Otherwise, it shall be returned for further information or revision. 168 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit F — Letter of Vested Interest 169 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Weld County Department of Public Works To Whom It May Concern: It is hereby understood that the WCR 49 Project No. , S.A. No. (the Project) fully intends to reimburse (Contractor) for materials owned by said Contractor -Purchaser and intended for incorporation into the Project. Said materials, as described below, are now stored on property owned By and leased by (if applicable) Said storage property is located as follows: (Address and/or Description of Property) Said stored materials are described as follows: (Detailed Description of Materials) It is hereby recognized that once reimbursement has been accomplished, Weld County will have a vested interest in the materials. Access to and possession of the materials will be granted to CDOT upon demand and providing that acceptable proof is offered substantiating that reimbursement to Contractor was, in fact, accomplished. Owner Phone Number Lessee (if applicable) Phone Number Owner Phone Number Lessee (if applicable) Phone Number Attachments: (When existing) Warehouse Receipt of Contract for Storage 170 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit G — ATC Submittal Attached by Reference 171 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit H — RFP Submittal Attached by Reference 172 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit I — BAFO Submittal Attached by Reference 173 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Bond No. PAYMENT BOND WCR 49 Design -Build Project from US 34 to I-76 8239-02-00 WHEREAS, the Weld County ("Weld County") (referred to herein as "Obligee"), have Awarded to Interstate Highway Construction Inc., a Michigan Corporation ("Principal"), a Design -Build Contract for the WCR 49 Design -Build Project from US 34 to 1-76 dated as of X9 i50/aols, 2015 (the "Contract"), on the terms and conditions set forth therein; and WHEREAS, Principal is required to furnish a bond guaranteeing payment of claims as described in C.R.S. sections. 38-26-105 through 38-26-107 concurrently with delivery to Obligee of the executed Contract. NOW, THEREFORE, Principal and Federal Insurance Company , a Indiana Corporation ("Surety"). an admitted surety insurer in the State of Colorado, are held and firmly bound unto Obligee in the amount of 5109,589267.51 (the "Bonded Sum"), for payment of which sum Principal and Surety jointly and severally firmly bind themselves and their successors and assigns. THE CONDITION OF THIS OBLIGATION IS SUCH THAT. if Principal shall fail to pay any of the persons named in C.R.S. sections. 38-26-105 through 38-26-107, with respect to the Work, then Surety shall pay for the same in an amount not to exceed the Bonded Sum; otherwise this obligation shall be null and void. The following terms and conditions shall apply with respect to this bond: I. The Contract Documents (as defined in the Contract) are incorporated by reference herein. 2. No alteration, modification or supplement to the Contract Documents or the nature of the work to be performed thereunder, including without limitation any extension of time for performance, shall in any way affect the obligations of Surety under this bond. Surety waives notice of any alteration, modification, supplement or extension of time. 3. Correspondence or claims relating to this bond should be sent to Surety at the following address: Lockton Companies LLC 8110 E. Union Ave., Suite 700 Denver. CO 80237 Attn: Mona Weaver 4. This bond shall inure to the benefit of the persons named in C.R.S. sections 38-26-105 through 38-26-107 so as to give a right of action to such persons and their assigns in any suit brought upon this bond. IN WITNESS WHEREOF, Principal and Surety have caused this bond to be executed and delivered as of 9/3o . 2015. Principal: Surety: [ADD APPROPRIATE SURETY ACKNOWLEDGMENTS] Interstate Hi_, av Coptjtruction, Inc. By: Its: (Seal) By: Federal Insurance Company aiLLL Its: Mona D. Weaver, Attorney In Fact (Seal) 175 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit K — Form 0 — Performance Bond 176 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract PERFORMANCE BOND WCR 49 Design -Build Project from US 34 to I-76 Bond No. 8239-02-00 WHEREAS, the Weld County ("Weld County") (referred to herein as "Obligee"), have Awarded to Interstate Highway Construction, Inc. , a Michigan Corporation ("Principal"), a Design -Build Contract for the WCR 49 Design -Build Project from US 34 to 1-76 dated as of S.¢ gr,lotti, 3O , 2015 (the "Contract"), on the terms and conditions set forth therein; and WHEREAS, Principal is required to furnish a bond guaranteeing the faithful performance of its obligations under the Contract Documents (as defined in the Contract) concurrently with delivery to Obligee of the executed Contract. NOW, THEREFORE, Principal and Federal Insurance Company , a Indiana Corporation ("Surety"), an admitted surety insurer in the State of Colorado, are held and firmly bound unto Obligee in the amount of $109,589,267.51 (the "Bonded Sum"), for payment of which sum Principal and Surety jointly and severally firmly bind themselves and their successors and assigns. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if Principal shall promptly and faithfully perform all of its obligations under the Contract Documents, including any and all amendments and supplements thereto, then this obligation shall be null and void; otherwise it shall remain in full force and effect. The following terms and conditions shall apply with respect to this bond: 1. The Contract Documents are incorporated by reference herein. 2. This bond specifically guarantees the performance of each and every obligation of Principal under the Contract Documents, as they may be amended and supplemented, including but not limited to its liability for Liquidated Damages and Warranties as specified in the Contract Documents, but not to exceed the Bonded Sum. 3. The guarantees contained herein shall survive the final completion of the design and construction called for in the Contract Documents with respect to those obligations of Principal, which survive such final completion. 4. Whenever Principal shall be, and is declared by Obligee to be, in default under the Contract Documents, provided that Obligee is not then in material default thereunder, Surety shall promptly: A. Remedy such default; B. Complete the Project in accordance with the terms and conditions of the Contract Documents then in effect; or C. Select a contractor or contractors to complete all Work for which a notice to proceed has been issued in accordance with the terms and conditions of the Contract Documents then in effect, using a procurement methodology approved by Obligee, arrange for a contract between such contractor or contractors and Obligee, and make available as work progresses (even though there should be a default or a succession of defaults under such contract or contracts of completion arranged under this paragraph), sufficient funds to pay the cost of completion less the unpaid balance of the Contract Price; but not exceeding, including other costs and damages for which Surety is liable hereunder, the Bonded Sum. 5. No alteration, modification or supplement to the Contract Documents or the nature of the work to be 177 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract performed thereunder, including without limitation any extension of time for performance, shall in any way affect the obligations of Surety under this bond. Surety waives notice of any alteration, modification, supplement or extension of time. 6. Correspondence or claims relating to this bond should he sent to Surety at the following address: Lockton Companies, LLC 8110 E. Union Ave., Suite 700 Denver, CO 80237 Attn: Mona Weaver 7. No right of action shall accrue on this bond to or for the use of any entity other than Obligee or its successors and assigns. IN WITNESS WHEREOF, Principal and Surety have caused this bond to be executed and delivered as of So fthn iion,,3o ,2015. Principal: Interstate Hj.ahwa17Construction, Inc. Surety: Federal Insurance Company �t/, �VL 1 By: Its: Mona D. Weaver, Attorney in Fact (Seal) [ADD APPROPRIATE SURETY ACKNOWLEDGMENTS 178 (Seal) FE Chubb Surety toils POWER OF ATTORNEY Federal Insurance Company Vigilant Insurance Company Pacific Indemnity Company Attn: Surety Department 15 Mountain View Road Warren, NJ 07059 Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, do each hereby constitute and appoint Gayle Marie Kunkel and Jack Lonnie Lansdale III of Phoenix, Arizona; Mary Ashley Allen, John J. Browning, Anuj Jain, Charles M. McDaniel, Sheila J. Montoya, Angela M. Tindol and Mona D. Weaver of Denver, Colorado --- •• - - each as their true and lawful Attorney- in- Fact to execute under such designation in their names and to affix their corporate seats to and deliver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof (other than bail bonds) given or executed in the course of business, and any instruments amending or altering the same, and consents to the modification or alteration of any instrument referred to In said bonds or obligations. In Witness Whereof, said FEDERAL INSURANCE COMPONY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 5 day of February, 2015. awn M. Chloros, Assistant Secretary STATE OF NEW JERSEY SS. A County of Somerset On this 5th day of February, 2015 before me, a Notary Public of New Jersey, personally came Dawn M. Chloros, to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which executed the foregoing Power of Attorney, and the said Dawn M. Chloros, being by me duly sworn, did depose and say that she is Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate seats thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies; and that she signed said Power of Attorney as Assistant Secretary of said Companies by like authority, and that she is acquainted with David B. Norris, Jr., and knows him to be Vice President of said Companies; and that the signature of David B. Norris, Jr., subscribed to said Power of Attorney is in the genuine handwriting of David B. Norris, Jr., and was thereto subscribed by authority of said By- Laws and in deponent's presence. Notarial Seal KATHERINE J. ADELAAR NOTARY PUBLIC OF NEW JERSEY No. 2316685 Commission Expires July 16, 2019 CERTIFICATION Extract from the By- Laws of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY: 'All powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company, either by the Chairman or the President or a Vice President or an Assistant Vice President, jointly with the Secretary or an Assistant Secretary, under their respective designations. The signature of such officers may be engraved, printed or lithographed. The signature of each of the following officers: Chairman, President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attorneys- in- Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached.' I, Dawn M. Chloros, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY (the 'Companies') do hereby certify that (i) the foregoing extract of the By- Laws of the Companies is true and correct, (ii) the Companies are duly licensed and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and are authorized by the U.S. Treasury Department; further, Federal and Vigilant are licensed in the U.S. Virgin Islands, and Federal is licensed In Guam, Puerto Rico, and each of the Provinces of Canada except Prince Edward Island; and (Iii) the foregoing Power of Attorney Is true, correct and in full force and effect. Given under my hand and seals of said Companies at Warren. NJ this x 3o-ttt — J 5-6 six oZO15_ Notary Public 11)\-M _ Dawn M. Chloros, Assistant Secretary IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT ADDRESS LISTED ABOVE, OR BY Telephone (906) 903- 3493 Fax (908) 903- 3656 e-mail: surety¢Schubb.com Form 15-10- 02258- U GEN CONSENT (rev. 12-14) STATE OF COLORADO SS. COUNTY OF DENVER On &07141.1119'L 3O) a0)5 PERSONALLY APPEARED Mona D. Weaver , before me Sheila J. Montoya personally known to the (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that lie/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. SHEILA J. MONTOYA NOTARY PUBLIC STATE OF COLORADO NOTARY ID 19984003979 MY COMMISSION EXPIRES 0212712018 This area for Official Notarial Seal OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER ❑ PARTNER(S) TITLES) ❑ LIMITED ❑ GENERAL Cl ATTORNEY -IN -FACT Cl TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(5) OR ENTITYIIES) DESCRIPTION OF ATTACHED DOCUMENT TITLE OF TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 10.081 Rev.,6/94 AT T._PT JRPOSR ACKNOWLEDGEMENT STATE OF COLORADO COUNTY OF ARAPAHOE On X Sri 30, g°15 — PERSONALLY APPEARED Jim Randall , before me, }- SS. Karen A. Stanton personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that lie/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature ' C 4 --r OPTIONAL This area for Official Notarial Seal Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ® CORPORATE OFFICER President ❑ PARTNER(S) NTLEISI ❑ LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ T• RUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ O• THER: SIGNER IS REPRESENTING: NAME OF PERSON(5) OR ENTITY11ES) Interstate H TITLE OF TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 10.081 Rev. 6/94 AT T. -PT TRPn F, ACKNOWLEDGEMENT Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract Exhibit L — Weld County Forms 179 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract NOTICE OF AWARD PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 Interstate Highway Construction, Inc. Attention: Greg Frazee, Senior Project Manager 7135 South Tucson Way Englewood, CO 80112 Project Description: WCR 49 Design -Build Project from US 34 to I-76 This project in general consists of reconstruction of the existing two lane asphalt road with a five lane concrete roadway. The project will include but not be limited to: construction of drainage features, construction of accesses, construction of bridges, communications with various organizations and individuals, maintenance activities, etc. The Owner has considered the Bid submitted by you for the above described Work in response to its Request for Proposal and subsequent selection process. You are hereby notified that your Bid has been accepted in the amount of $110,483,682.50 or as shown in the RFP/BAFO response on Form J. You are required by the Instructions to Bidders to execute the Contract and furnish the required Performance Bond, Payment Bond and Certificates of Insurance within ten (10) calendar days from the end of negotiations. If you fail to execute said Agreement and to furnish said Bonds within the said timeframe outlined above, said Owner will be entitled to consider all your rights arising out of the Owner's acceptance of your bid as abandoned. The Owner will be entitled to such other rights as may be granted by law. You are required to return an acknowledged copy of this Notice of Award to the Owner. Dated this 26th day of August , 2015 ACCEPTANCE OF NOTICE Weld County, Colorado, Owner By: Don Dunker, P.E., County Engineer Receipt of the above Notice of Award is hereby acknowledged by Interstate Highway Construction, Inc. Dated this 29t By: (Contractor) day of September , 2015 Title: Jim Randall, President 180 rc Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract NOTICE TO PROCEED PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 Interstate Highway Construction, Inc. Attention: Greg Frazee, Senior Project Manager 7135 South Tuscon Way Englewood, CO 80112 Date: PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 described in the Invitation for Bids, Bid No. B 1400202. You are hereby notified to commence Work in accordance with the Agreement dated . The date of completion of all Work is therefore December 31, 2017. ACCEPTANCE OF NOTICE Receipt of the above Notice to Proceed is hereby acknowledged by: (Contractor) By Don Dunker, P.E., County Engineer Weld County, Colorado, Owner Dated this day of , 2015. By Title 181 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract CHANGE ORDER NO. (EXAMPLE) PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 Date: PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 described in the Invitation for Bids, Bid No. B 1400202. Owner: Weld County, Colorado Contractor: The following change is hereby made to the Contract Documents: HANGE TO CONTRACT PRICE: Original Contract Price: Current Contract Price adjusted by previous Change Order: The Contract Price due to this Change Order will be increased by: The new Contract Price, including this Change Order, will be: CHANGE TO CONTRACT TIME: The Contract Time will be increased by calendar days. The date for completion of all Work will be 182 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract RECOMMENDED: Owner Representative: Date: P.E. (Project Manager) Engineer: Date: APPROVALS: Contractor: Date: WELD COUNTY: ATTEST: Weld County Clerk to the Board BY: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Deputy Clerk to the Board Barbara Kirkmeyer, Chair APPROVED AS TO FUNDING: APPROVED AS TO SUBSTANCE: Controller Elected Official or Department Head APPROVED AS TO FORM: County Attorney Director of General Services 183 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract FORCE ACCOUNT - MINOR CONTRACT REVISION NO. (EXAMPLE) PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 Date: PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 described in the Invitation for Bids, Bid No. B 1400202. Owner: Weld County, Colorado Contractor: The following change is hereby made to the Contract Documents: Force Account Balance: $1,000,000 Current Price Adjustment: Remaining Force Account Balance: RECOMMENDED: Owner Representative: Date: (Project Manager) Engineer: Date: APPROVALS: Contractor: Date: WELD COUNTY: Date: (Public Works Director) 184 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract FORCE ACCOUNT - ACCESSES REVISION NO. (EXAMPLE) PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 Date: PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 described in the Invitation for Bids, Bid No. B1400202. Owner: Weld County, Colorado Contractor: The following change is hereby made to the Contract Documents: Force Account Balance: $2,000,000 Current Price Adjustment: Remaining Force Account Balance: RECOMMENDED: Owner Representative: Date: (Project Manager) Engineer: Date: APPROVALS: Contractor: Date: WELD COUNTY: Date: Board of County Commissioners Work Session approval: Date: 185 Weld County, Colorado PROJECT NO. B 1400202 Book 1 - Contract FORCE ACCOUNT - UTILITY RELOCATION REVISION NO. (EXAMPLE) PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 Date: PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 described in the Invitation for Bids, Bid No. B 1400202. Owner: Weld County, Colorado Contractor: The following change is hereby made to the Contract Documents: Force Account Balance: $12,500,000 Current Price Adjustment: Remaining Force Account Balance: RECOMMENDED: Owner Representative: Date: (Project Manager) Engineer: Date: APPROVALS: Contractor: Date: WELD COUNTY: Date: Board of County Commissioners Work Session approval: Date: 186 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract CERTIFICATE OF SUBSTANTIAL COMPLETION PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 Owner's Project No: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 Engineer's Project No: PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 described in the Invitation for Bids, Bid No.B 1400202. Contractor: Contract For: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76described in the Invitation for Bids, Bid No.B1400202. Contract Dated: This Certificate of Substantial Completion applies to all Work under the Contract Documents except for the following specified parts thereof: The Work to which this Certificate applies has been inspected by authorized representatives of the Owner, Contractor and Engineer, and that Work is hereby declared to be substantially complete in accordance with the Contract Documents on Date of Substantial Completion A list of items to be completed or corrected is attached hereto. This list may not be all-inclusive, and the failure to include an item in it does not alter the responsibility of the Contractor to complete all the Work in accordance with the Contract Documents. The items in the list shall be completed or corrected by the Contractor within days of the above date of Substantial Completion. To be effective, this form must be signed by the Owner, the Engineer, and the Contractor. Owner: Date: Engineer: Date: Contractor: Date: 187 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract LIEN WAIVER (GENERAL CONTRACTOR) PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 TO: Weld County Public Works P.O. Box 758 Greeley, Colorado 80632 Gentlemen: For a valuable consideration paid by the Board of County Commissioners of Weld County, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby, releases unto Weld County and to its heirs, executors, administrators or assigns, all rights of the undersigned to claim a mechanic's lien for material heretofore furnished for use in and for labor heretofore performed upon the construction, alteration, addition to or repair of the structures or improvements described in the Contract Documents as: PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 described in the Invitation for Bids, Bid No. B 1400202. Contractor: (If no legal description is shown following the description of Project, we acknowledge that the foregoing is an adequate description of the real properties and improvements inasmuch as the foregoing is the description given in the Contract Documents which govern the performance of the Work for which consideration has been received.) In executing this release, we certify that all claims for labor, or materials, or both, furnished or performed on our behalf by our material suppliers or subcontractors have been paid or that satisfactory arrangement for payment has been made. We agree to defend Weld County from any and all claims on the part of our material suppliers, laborers, employees, servants and agents or subcontractors arising from our Work on the Project, and we further agree to reimburse the Board of County Commissioners of Weld County for any and all costs, including reasonable attorney fees, which they may incur as a result of such claims. By: Title: Date: STATE OF ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this Contractor My commission expires: day of , 2015, by Notary Public 188 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract FINAL LIEN WAIVER (SUBCONTRACTORS) PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 To All Whom It may Concern: WHEREAS, the undersigned has been employed by (A) to furnish labor and materials for (B) work, under a contract (C) for the improvement of the premises described as (D) County of , State of of which is the Owner. NOW, THEREFORE, this day of , 2015, for and in consideration of the sum of (E) Dollars paid simultaneously herewith, the receipt whereof is hereby acknowledged by the undersigned, the undersigned does hereby waive and release any lien rights to, or claim of lien with respect to and on said above described premises, and the improvements thereon, and on the monies or other considerations due or to become due from the Owner, on account of labor, services, material, fixtures, apparatus or machinery heretofore or which may hereafter be furnished by the undersigned to or for the above described premises by virtue of said contract. (F) (SEAL) (Name of sole ownership, corporation or partnership) (Affix Corporate seal here) (SEAL) (Signature of Authorized Representative) Title: INSTRUCTIONS FOR FINAL WAIVER (A) Person or firm with whom you agreed to furnish either labor, or services, or materials, or both. (B) Fill in nature and extent of work; strike the word labor or the word materials if not in your contract. (C) If you have more than one contract on the same premises, describe the contract by number if available, date and extent of work. (D) Furnish an accurate enough description of the improvement and location of the premises so that it can be distinguished from any other property. (E) Amount shown should be the amount actually received and equal to total amount of contract as adjusted. (F) If waiver is for a corporation, corporate name should be used, corporate seal affixed and title of officer signing waiver should be set forth; if waiver is for a partnership, the partnership name should be used, partner should sign and designate himself as partner. 189 Weld County, Colorado PROJECT No. B 1400202 Book 1 - Contract NOTICE OF ACCEPTANCE PROJECT: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 TO: Date: RE: B1400202 - WCR 49 DESIGN -BUILD PROJECT FROM US 34 to I-76 described in the Bid No. B 11400202. This is to inform you that the above referenced job, has been satisfactorily completed in accordance with the Contract Documents and is hereby accepted. Final payment will be made on or about Final acceptance does not relieve the Contractor of the minimum one (1) year guarantee on all work and materials incorporated into this Project. Such guarantee shall begin on the date of this acceptance. ACCEPTANCE OF NOTICE Receipt of the above Notice to Proceed is hereby acknowledged by: By: , P.E., Project Manager Weld County, Colorado, Owner Dated this day of , 2017. By (Contractor) Title 190 ACORO® CERTIFICATE OF LIABILITY INSURANCE 46.M...........' DATE M/DD/YYYY) 9/29/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER USI Colorado, LLC Prof Liab P.O. Box 7050 Englewood CO 80155 CONTACT NAME: NE (a/CC. No. Ext):800-873-8500 FAAic, No):303.831.5295 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Indemnity Company 25658 INSURED FELSBHOL Felsburg Holt & Ullevig, Inc. 6300 S. Syracuse Way, #600 Englewood CO 80111 INSURER B XL Specialty Insurance Company 37885 INSURER C :Phoenix Insurance Company 25623 INSURER D :Farmington Casualty Company 41483 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1423823871 REVISION NUMBER: THIS IS TO CERTIFY THAT 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 MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS C GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY Y Y 6802278L711 6/21/2015 6/21/2016 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $10,000 CLAIMS -MADE X OCCUR PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 GEN'L AGGREGATE 7 POLICY XT LIMIT APPLIES PER: LOG $ C AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED X SCHEDULED Y Y BA3008L260 6/21/2015 6/21/2016 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y Y CUP6540Y22A 6/21/2015 6/21/2016 EACH OCCURRENCE $4,000,000 AGGREGATE $4,000,000 $ DED I X RETENT ON $10,000 D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE r / N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A y UB4281T356 6/21/2015 6/21/2016 X I WCSTATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B Professional Liability incl Pollution Claims Made Y DPR9723934 6/21/2015 6/21/2016 Per Claim $2,000,000 Annual Aggregate $5,000,000 Deductible $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insured's under Umbrella / Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non-contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella / Excess Liability policy See Attached... CERTIFICATE HOLDER CANCELLATION Interstate Highway Construction, Inc. Attn: Greg Frazee P.O. Box 4356 Englewood CO 80155 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: FELSBHOL LOC #: ACORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY USI Colorado, LLC Prof Liab POLICY NUMBER CARRIER NAIC CODE NAMED INSURED Felsburg Holt & Ullevig, Inc. 6300 S. Syracuse Way, #600 Englewood CO 80111 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO® �� CERTIFICATE OF LIABILITY INSURANCE 7/1/2016 DATE (MM/DD/YYYY) 9/28/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). Lockton Companies 8110 E. Union Avenue Suite 700 Denver CO 80237 (303) 414-6000 CONTPRODUCER NAME: PHONE FAX Extl. (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : The Travelers Indemnity Company 25658 INSURED Interstate Highway Const., Inc. 1402709 P.O. Box 4356 Englewood CO 80155-2140 INSURER B : AGCS Marine Insurance Company C 22837 INSURER C : National Union Fire Ins Co Pitts. PA 19445 INSURER D : Great American Insurance Company 16691 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 13689994 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT 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 MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A X TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY }{ PRO-LOC JECT OTHER: ADDL INSD Y SUBR WVD N POLICY NUMBER VTC2K-CO-5643 B347-IND POLICY EFF (MM/DD/YYYY) 7/1/2015 POLICY EXP (MM/DD/YYYY) 7/1/2016 LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ 2,000,000 $ 300,000 $ 10,000 $ 2,000,000 $ 4,000,000 $ 4,000,000 B AUTOMOBILE LIABILITY x ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS N N VTC2J-CAP-5643B359-TIL 7/1/2015 7/1/2016 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) $ 2,000,000 $ XXXXXXX BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ XXXXXXX $ XXXXXXX $ XXXXXXX C X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE DED I RETENTION $ N N BE233 15162 7/1/2015 7/1/2016 EACH OCCURRENCE AGGREGATE $ 20,000,000 $ 20,000,000 $ XXXXXXX A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N N/A N VTC2KUB-4745N43-3 7/1/2015 7/1/2016 X PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ 1,000,000 $ 1,000,000 $ 1,000,000 D Professional/Pollution Y N PCE8799330 7/1/2015 7/1/2016 Prof: $5,000,000 Poll: $5,000,000/ $10,000,000 Agg DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: WCR 49 Contract, Project No.B1400202. Weld County is included as additional insured as respects General Liability and Pollution Liability as required by written contract. Coverage is primary and non-contributory. CERTIFICATE HOLDER CANCELLATION See Attachments 13689994 Weld County, Colorado c/o Weld County Board of County Commissioners 1150 O Street Greeley CO 80632 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRES AT VE © 1988- rte( 014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 25 (2014/01) TRAVELERS ONE TOWER SQUARE HARTFORD, CT 06183 ENDORSEMENT WC 00 03 13 (00)-01 POLICY NUMBER: VTC2KUB-4745N43-3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE DESIGNATED ORGANIZATION: Any Person or Organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. Miscellaneous Attachment: M487454 Certificate ID: 13689994 Named Insured: Interstate Highway Construction Policy Number: VTC2K-CO-5643B347-IND Eff: 07/01/2015 - 07/01/2016 CG D2 46 08 05 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE 1. WHO IS AN INSURED - (Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III - Limits Of Insurance. b) The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or PART "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. c) The insurance provided to the additional insured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is Miscellaneous Attachment: M487457 Certificate ID: 13689994 CG D2 46 08 05 available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under such "other insurance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. COMMERCIAL GENERAL LIABILITY The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the defense and indemnity of any claim or "suit" to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insurance provided to the additional insured by this endorsement is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. - DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period Miscellaneous Attachment: M487457 Certificate ID: 13689994 Named Insured: Interstate HighwayConstruction Policy No. VTC2J-CAP-56436359-TIL Eff. Dates: 7/1/15-7/1/16 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COVERAGE: Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of Section II - Liability Coverage: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. CAT3530609 Miscellaneous Attachment: M487468 Certificate ID: 13689994 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV - BUSINESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COV- ERAGE: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II - LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II - LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDITIONS: 5. Anywhere in the world, except any country or jurisdiction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction, for Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "insured" against, and investigate or settle any such claim or "suit" and keep us advised of all pro- ceedings and actions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "insured" pays with our consent, but only up to the limit described in Paragraph C., Limit Of Insurance, of SECTION II - LIABILITY COVERAGE (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investigation of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Paragraph C., Limit Of Insurance, of SECTION II - LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. Miscellaneous Attachment: M487468 Certificate ID: 13689994 (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess contingent or on any other basis. (c) This insurance is not a substitute for required or compulsory insurance in any country outside the United States, its territories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory insurance requirements. (d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE - GLASS The following is added to Paragraph D., Deductible, of SECTION III - PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - INCREASED LIMIT The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SEC- TION III - PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES - INCREASED LIMIT The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION III - PHYSICAL DAMAGE COVERAGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. J. PERSONAL EFFECTS The following is added to Paragraph A.4., Coverage Extensions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing apparel and other personal effects which are: (1) Owned by an "insured" and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclusions, of SECTION III - PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that inflate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any warranty; and C. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV - BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (a) You (if you are an individual) Miscellaneous Attachment: M487468 Certificate ID: 13689994 (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - BUSINESS AUTO CONDITIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex - CA T3 53 03 10 tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Concealment, Misrepresentation, Or Fraud, of SECTION IV - BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Miscellaneous Attachment: M487468 Certificate ID: 13689994 Named Insured: Interstate Highway Construction Policy #: VTC2K-CO-5643B347-IND Effective: 07/1/2015-07/01/2016 COMMERCIAL GENERAL LIABILITY CG D3 16 11 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Aircraft Chartered With Pilot B. Damage To Premises Rented To You C. Increased Supplementary Payments D. Incidental Medical Malpractice E. Who Is An Insured - Newly Acquired Or Formed Organizations F. Who Is An Insured - Broadened Named Insured - Unnamed Subsidiaries G. Blanket Additional Insured - Owners, Managers Or Lessors Of Premises PROVISIONS A. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. B. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Paragraph 2. of SECTION I - COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I - COVERAGES - COVERAGE A. BODILY H. Blanket Additional Insured - Lessors Of Leased Equipment I. Blanket Additional Insured - States Or Political Subdivisions - Permits J. Knowledge And Notice Of Occurrence Or Offense K. Unintentional Omission L. Blanket Waiver Of Subrogation M.Amended Bodily Injury Definition N. Contractual Liability - Railroads INJURY AND PROPERTY DAMAGE LI- ABILITY: Exclusions c. and g. through n. do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water; unless Exclusion f. of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion - All Pollu- tion Injury Or Damage or Total Pollution Ex- clusion in its title. A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of SECTION III - LIMITS OF INSURANCE. Miscellaneous Attachment: M487470 Certificate ID: 13689994 CG D3 16 11 11 COMMERCIAL GENERAL LIABILITY 3. The following replaces Paragraph 6. of SECTION III - LIMITS OF INSURANCE: Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will apply to all "property damage" proximately caused by the same "occurrence", whether such damage results from: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water; or any combination of any of these causes. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV - COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. Page 2 of 6 C. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS - COVER- AGES A AND B of SECTION I - COVER- AGE: b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS - COVER- AGES A AND B of SECTION I - COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. D. INCIDENTAL MEDICAL MALPRACTICE 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: "Occurrence" also means an act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Paragraph (1)(d) above does not apply to "bodily injury" arising out of providing or fail- ing to provide: (I) "Incidental medical services" by any of your "employees" who is a nurse practi- tioner, registered nurse, licensed practical nurse, nurse assistant, emergency medical technician or paramedic; or (ii) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or vol- unteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan ser- vices" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your busi- ness. Miscellaneous Attachment: M487470 Certificate ID: 13689994 CG D3 16 11 11 COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 5. of SECTION III - LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one per- son will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuti- cals committed by, or with the knowledge or consent of, the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. 6. The following is added to Paragraph 4.b., Ex- cess Insurance, of SECTION IV - COM- MERCIAL GENERAL LIABILITY CONDI- TIONS: The insurance is excess over any valid and collectible other insurance available to the in- sured, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" or "volunteer workers" for "bodily injury" that arises out of providing or failing to provide "incidental medical ser- vices", first aid or "Good Samaritan services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. E. WHO IS AN INSURED - NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION II - WHO IS AN INSURED: Page 3 of 6 4. Any organization you newly acquire or form, other than a partnership, joint venture or lim- ited liability company, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. F. WHO IS AN INSURED - BROADENED NAMED INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION II - WHO IS AN INSURED: Any of your subsidiaries, other than a partnership, joint venture or limited liability company, that is not shown as a Named Insured in the Declarations is a Named Insured if you maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an offense committed after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such subsidiary. Miscellaneous Attachment: M487470 Certificate ID: 13689994 CG D3 16 11 11 COMMERCIAL GENERAL LIABILITY G. BLANKET ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal injury" or "advertising injury" caused by an offense that is committed, subsequent to the execution of that contract or agreement; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following pro- visions: a. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits which you agreed to pro- vide in the written contract or agreement, or the limits shown on the Declarations, which- ever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or "personal injury" or "adver- tising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, lessor or manager. c. The insurance provided to such premises owner, manager or lessor is excess over any valid and collectible other insurance available to such premises owner, manager or lessor, whether primary, excess, contingent or on any other basis, unless you have agreed in the written contract or agreement that this in- surance must be primary to, or non- contributory with, such other insurance, in which case this insurance will be primary to, and non-contributory with, such other insur- ance. Page 4 of 6 H. BLANKET ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is an equipment lessor and that you have agreed in a written con- tract or agreement to include as an insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal injury" or "advertising injury" caused by an offense that is committed, subsequent to the execution of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the minimum limits which you agreed to provide in the written contract or agreement, or the limits shown on the Declarations, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal injury" or "advertising injury" caused by an of- fense that is committed, after the equipment lease expires. c. The insurance provided to such equipment lessor is excess over any valid and collectible other insurance available to such equipment lessor, whether primary, excess, contingent or on any other basis, unless you have agreed in the written contract or agreement that this insurance must be primary to, or non- contributory with, such other insurance, in which case this insurance will be primary to, and non-contributory with, such other in- surance. I. BLANKET ADDITIONAL INSURED - STATES OR POLITICAL SUBDIVISIONS - PERMITS The following is added to SECTION II - WHO IS AN INSURED: Any state or political subdivision that has issued a permit in connection with operations performed by you or on your behalf and that you are required Miscellaneous Attachment: M487470 Certificate ID: 13689994 CGD3161111 COMMERCIAL GENERAL LIABILITY by any ordinance, law or building code to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of such op- erations. The insurance provided to such state or political subdivision does not apply to: a. Any "bodily injury," "property damage," "per- sonal injury" or "advertising injury" arising out of operations performed for that state or po- litical subdivision; or b. Any "bodily injury" or "property damage" in- cluded in the "products -completed operations hazard". J. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II - Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known by you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture or limited liability company) or any "em- ployee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture or limited liability company, and none of your partners, joint venture members or man- agers are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occur- rence" or offense is known by: (a) Any individual who is: (i) A partner or member of any part- nership or joint venture; Page 5 of 6 (ii) A manager of any limited liability company; or (iii) An executive officer or director of any other organization; that is your partner, joint venture member or manager; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or of an offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your work- ers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons de- scribed in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this Coverage Part includes an en- dorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or es- cape of "pollutants" which contains a requirement that the discharge, release or escape of "pollut- ants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that require- ment. K. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. L. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - COMMERCIAL GENERAL LI- ABILITY CONDITIONS: Miscellaneous Attachment: M487470 Certificate ID: 13689994 CG D3 16 11 11 COMMERCIAL GENERAL LIABILITY If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza tion, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of that contract or agreement. M. AMENDED BODILY INJURY DEFINITION The following replaces the definition of "bodily injury" in the DEFINITIONS Section: Page 6 of 6 3. "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. N. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Miscellaneous Attachment: M487470 Certificate ID: 13689994 ri (See TOTAL Book CONTRACT 2, Section PRICE 2- Work ALLOCATION Breakdown Structure) FORM Proposer Preliminary Baseline Schedule Activity ID (When Available) WBS Description Original Dollar Value Negotiated Dollar Value Scope Description WCR 49 Basic Configuration Project Management $ 21,405,435.00 $ 21,300,435.00 Mobilization $ 5,000,000.00 $ 5,000,000.00 Safety Management $ 175,000.00 $ 175,000.00 Public Information Management _ $ 300,990.00 A $ 300,990.00 Engineering/Design $ 11,565,550.00 $ 11,565,550.00 Surveying $ 1,011,870.00 $ 1,011 870.00 Quality Control $ 1,325,000.00 $ 1,325 000.00 Bonds and Insurance $ 2,027,025.00 $ 1,922,025.00 Environmental $ 427,030.00 $ 427,030.00 Phase 1 Site Assessment $ 50,000.00 $ 50,000.00 Environmental Compliance $ 27,030.00 $ 27,030.00 Permits $ 350,000.00 $ 350,000.00 Third Parties and Utilities $ 2,595,304.00 $ 2,595,304.00 Railroad Crossing Reconstruction $ 117,404.00 $ 117,404.00 Irrigation Ditch Relocations $ 188,220.00 $ 188,220.00 Utility Coordination $ 1,478,500.00 $ 1,478,500.00 Utility Relocations $ 62,900.00 $ 62,900.00 Future Water, Water Irrigation Utility Sleeves Century Conservancy Link, - Atmos Energy, central i�eTd Xcel Energy, Northern Colorado District, Big Foot Turf Farms for $ 698,280.00 $ 698,280.00 Oil & Gas Facility Relocations $ 50,000.00 $ 50,000.00 Right -of -Way $ 878,387.50 $ 878,387.50 Construction Easements $ 208,406.00 $ 208,406.00 Permanent Easements $ 269,980.50 $ 269,980.50 Additional Right -of -Way $ 400,001.00 $ 400,001.00 Pavements $ 31,825,643.00 $ 31,188,891.28 HMA Pavement $ 1,070,248.00 $ 1,070,248.00 Concrete Pavement $ 28,155,660.00 $ 27,518,908.28 Detour Pavement $ 2,599,735.00 $ 2,599,735.00 Earthwork $ 18,724,948.00 $ 18,624,963.69 Unclassified Excavation $ 9,631,829.00 $ 9,631,829.00 Unclassified Embankment $ 2,081,500.00 $ 2,081,500.00 Aggregate Base Course $ 6,392,219.00 $ 6,292,234.69 Structure Excavation $ 224,400.00 $ 224,400.00 Structure Backfill $ 395,000.00 $ 395,000.00 Drainage $ 5,315,381.00 $ 5,315,381.00 Roadway Drainage $ 3,573,995.50 $ 3,573,995.50 Erosion Control $ 444,572.50 $ 444,572.50 Permanent BMPs $ 1,296,813.00 $ 1,296,813.00 Roadway $ 4,669,569.00 $ 4,481,890.04 Driveway Accesses $ 2,302,660.00 $ 2,114,981.04 Temporary Fencing $ 436,250.00 $ 436,250.00 Guardrail (Concrete) $ 80,000.00 $ 80,000.00 Guardrail (Steel) $ 443,099.00 $ 443,099.00 Guardrail (Temporary) $ 1,407,560.00 $ 1,407,560.00 Signing and Pavement Markings $ 1,606,086.00 $ 1,606,086.00 Permanent Signs $ 394,816.00 $ 394,816.00 Pavement Markings $ 1,211,270.00 $ 1,211,270.00 Structures $ 5,320,011.00 $ 5,320,011.00 WCR 49 over Lathem Ditch $ 574,265.00 $ 574,265.00 WCR 49 over Jims Creek $ 985,170.00 $ 985,170.00 WCR 49 over Box Elder Creek $ 1,000,730.00 $ 1,000,730.00 WCR 49 over Gilmore Ditch $ 754,625.00 $ 754,625.00 Retaining Walls $ 1.00 $ 1.00 Miscellaneous Structures $ 2,005,220.00 $ 2,005,220.00 Maintenance of Traffic $ 1,323,528.00 $ 1,323,528.00 Incident Management Plan $ 50,000.00 $ 50,000.00 Construction Traffic Control $ 1,273,528.00 $ 1,273,528.00 Landscaping $ 74,665.00 $ 74,665.00 Maintenance During Construction $ 817,695.00 $ 817,695.00 F/A - Minor Contract Revisions $ 1,000,000.00 $ 1,000,000.00 F/A - Utility Reimbursement $ 12,500,000.00 $ 12,500,000.00 F/A - Access Control Plan $ 2,000,000.00 $ 2,000,000.00 F/A - H C. Peck ROW Procurement $ - $ 135,000.00 $ 110,483,682.50 $ 109,589,267.51 CONTRACT PRICE TOTAL Intersection ARE 1 - Grade of Separation CR 49 & CR at 44 $ 8,550,000.00 $ 8,550,000.00 ARE Intersection 2 - Grade Separation of CR 49 & CR at 22 $ 8,800,000.00 $ 8,800,000.00 Intersection ARE 3 - Grade of CR Separation 49 and CR at 3C $ 8,520,000.00 $ 8,520,000.00 ARE 4 - Truck Pullout $ 695,000.00 $ 695,000.00 ARE 5 - Weather Station $ 79,500.00 $ 79,500.00 ARE 6 and - M&J Decceleration Dairy Acceleration Lanes $ 374,000.00 $ 374,000.00 I, *FORM Highway acceptable the Jim final Randall, J Total SHALL Construction, ATCs, Contract BE hereby are MODIFIED certify included Inc. Price that agrees TO in at the I the am REFLECT that sole Proposal the all authorized Work discretion INDIVIDUAL necessary and CERTIFICATION the of Total COSTS for County. FORM page the J 1 FOR Project; of Price. EACH Interstate including August ARE Additionally, Highway 10th, INCLUDED the 2015. Basic Construction, accepted IN Configuration, THE WORK AREs Inc. and generally may be that included Interstate in Contract Date: representative Weld MEMORANDUM TO: Board of County Commissioners DATE: August 24, 2015 FROM: Elizabeth Relford, Transportation Manager SUBJECT: B 1400202 - WCR 49 Corridor DB Award Using the county's best value process, a cross disciplinary team including representatives from Public Works, Atkins, Purchasing, and the County Attorney's office have reviewed and scored the short listed firm's proposals from Flatiron/Scott, Interstate Highway Construction (IHC), and AECOM. Proposals, interviews, and best and final offers were all taken into consideration for this selection process. Based on all the information we have to date and following the county's RFP process, IHC received the highest scores, as identified in the table below: Summary of Committee Member Scoring Consultant Name AVG TOTAL 1 2 3 4 5 6 7 8 9 10 AECOM 91 906 88 84 93 97 93 88 97 85 93 88 Flatiron/Scott 134 1345 134 120 140 133 138 124 142 145 137 132 IHC 150 1501 152 148 150 152 151 148 147 154 147 152 The following items support this recommendation: • IHC's proposal stated they will not use project issues as an opportunity to increase revenues. • IHC's proposal also stated they will not pursue change orders that will result in added cost and time. • IHC's cover letter states, "From the beginning, we have priced this project in a manner that ensures we have covered all the costs to perform this project, whether specifically identified by Weld County or not, and eliminated the risk of additional change orders to complete the intended scope of work." • Through the interview and proposal process they showed a better understanding of project scope and Weld County's goals and objectives. • IHC's proposal represented flexibility with schedule and construction starting points, as well as completing the project on time. • IHC's past project experience with Weld County has been on schedule and under budget. Cost is just one component of the overall evaluation criteria. The scoring process included project scope, critical issues, project control, work location/familiarity, and cost. Staff unanimously recommends the Board award the contract to IHC for a not to exceed amount of $110,483,682.50. This contractor will provide the highest quality, most cost effective and most successful project overall. Upon award, staff will work with IHC on finalizing the contract agreements for Board approval. a0 /4/p i3 E C-, (207O- WELD COUNTY PURCHASING 915 10T" St Room #334, Greeley CO 80631 E -Mail: mwalters@co.weld.co.us E-mail: reverett(a�co.weld.co.us Phone: (970) 356-4000, Ext 4222 or 4223 Fax: (970) 336-7226 DATE OF BID: AUGUST 10TH, 2015 (BEST & FINAL OFFER) REQUEST FOR: RFP - WCR 49 CORRIDOR - DESIGN -BUILD PROJECT DEPARTMENT: Public Works Department BID NO: #B1400202 PRESENT DATE: JULY 22, 2015 (WORKSESSION BOCC - 8/24/15) APPROVAL DATE: JULY 22, 2015 ( 8/26/15 VENDORS TOTAL CONTRACT PRICE FLATIRON CONSTRUCTORS INC TEAM 385 INTERLOCKEN CRESCENT BLVD BROOMFIELD CO 80021 IHC TEAM 7135 S. TUCSON WAY ENGLEWOOD CO 80115 AECOM/URS ENERGY & CONST INC TEAM 7800 EAST UNION AVE SUITE 100 DENVER CO 80237 *ARE 1 = Grade Separation at Intersection of CR 49 & CR 44 *ARE 2 = Grade Separation at Intersection of CR 49 & CR 22 * ARE 3 = Grade Separation at Intersection of CR 49 & CR 30 * ARE 4 = Truck Pullout * ARE 5 = Weather Station *ARE 6 = M&J Dairy Acceleration and Decceleration Lanes Public Works Dept are reviewing bids at this time. $108,438,900.00 $110,483,682.50 $155,551,648.00 $4,200,000 = ARE 1 $4,500,000 = ARE 2 $5,500,000 = ARE 3 $303,600 = ARE 4 $106,450 = ARE 5 $205,000 = ARE 6 $8,550,000 = ARE 1 $8,800,000 = ARE 2 $8,520,000 = ARE 3 $695,000 = ARE 4 $ 79,500 = ARE 5 $374,000 = ARE 6 $11,470,883 = ARE 1 $11,043,693 = ARE 2 $11,014,856 = ARE 3 $503,414 = ARE 4 $110,695 = ARE 5 $278,385 = ARE 6 WELD COUNTY PURCHASING 915 10TH St Room #334, Greeley CO 80631 E -Mail: mwalters(c�co.weld.co.us E-mail: reverettco.weld.co.us Phone: (970) 356-4000, Ext 4222 or 4223 Fax: (970) 336-7226 DATE OF BID: December 22, 2014 REQUEST FOR: RFQ - WCR 49 CORRIDOR - DESIGN -BUILD PROJECT DEPARTMENT: Public Works Department BID NO: #B1400202 PRESENT DATE: DECEMBER 24, 2014 APPROVAL DATE: TBD VENDORS RALPH L WADSWORTH CONST CO LLC TEAM 806 PUBLIC RD SUITE 300 LAFAYETTE CO 80026 49 ROAD CONTRACTORS TEAM 5670 FRANKLIN ST DENVER CO 80216 FELSBURG HOLT & ULLEVIG TEAM 6300 SOUTH SYRACUSE WAY SUITE 600 CENTENNIAL CO 80111 AECOM/URS ENERGY & CONST INC TEAM 7800 EAST UNION AVE SUITE 100 DENVER CO 80237 KIEWIT INFRASTRUCTURE CO TEAM 7929 SOUTH PLATTE CANYON RD LITTLETON CO 80128 FLATIRON CONSTRUCTORS INC TEAM 385 INTERLOCKEN CRESCENT BLVD BROOMFIELD CO 80021 RFQ SUBMITTALS ARE BEING REVIEWED AT THIS TIME. la/aq C/ -31Oi5- ECia7o WELD COUNTY PURCHASING 915 10TH St Room #334, Greeley CO 80631 E -Mail: mwalters(a)co.weld.co.us E-mail: reverett(a�co.weld.co.us Phone: (970) 356-4000, Ext 4222 or 4223 Fax: (970) 336-7226 DATE OF BID: November 14, 2014 REQUEST FOR: WCR 49 - DESIGN -BUILD SERVICES - LETTER OF INTEREST DEPARTMENT: Public Works Department BID NO: #61400202 PRESENT DATE: November 19`h, 2014 APPROVAL DATE: TBD VENDORS WILSON & COMPANY 1675 Broadway, Ste 200 Denver CO 80202 AMEC — Environmental & Infrastructure 2000 South Colorado Blvd, Ste. 2-1000 Denver CO 80222 HAMON CONTRACTORS 5670 Franklin Street Denver CO 80216 BASELINE ENGINEERING CORP. 1950 Ford Street Golden CO 80401 RALPH L WADSWORTH CONSTRUCTION CO 166 East 14000 South, Ste. 200 Draper UT 84020 INTERSTATE HIGHWAY CONST. PO BOX 4356 7135 S. Tucson Way Englewood CO 80112 FELSBURG HOLT & ULLEVIG 6300 S. Syracuse Way, Ste. 600 Centennial CO 80111 HDR INC 1670 Broadway, Ste. 3400 Denver CO 80202 KELLEY TRUCKING INC 6201 McIntyre St. Golden CO 80403 KIEWIT INFRASTRUCTURE CO 7926 S. Platte Canyon Rd Littleton CO 80128 SEMA CONSTRUCTION 7353 S. Eagle Street Centennial CO 80112 BOWMAN VISION LAND 603 Park Point Drive, Ste 100 Golden CO 80401 DAVID EVANS & ASSOCIATES 1331 17TH Street, Ste. 900 Denver CO 80202 AMES CONSTRUCTION INC 18450 East 28th Avenue Aurora CO 80011 SKANSKA PO Box 1660 22419 Road G Cortez CO 81321 URS ENERGY & CONSTRUCTION 7800 E. Union Ave, Ste. 100 Denver CO 80237 11-IS-ic( 2014-3613 66 007O Page 2 of 2 DATE OF BID: November 14, 2014 REQUEST FOR: WCR 49 - DESIGN -BUILD SERVICES - LETTER OF INTEREST DEPARTMENT: Public Works Department BID NO: #61400202 PRESENT DATE: November 19th, 2014 APPROVAL DATE: TBD VENDORS AMERICAN CIVIL CONSTRUCTORS 4901 S. Windermere St. Littleton CO 80120 FLATIRON 10188 East 1-25 Frontage Road Firestone CO 80504 Hello