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25.04.16 SCA R&M Contractors Inc CA-1 Form Approved by Town Attorney - 05/15/2024 CONSTRUCTION AGREEMENT THIS CONSTRUCTION AGREEMENT (“Agreement”) is entered into this 16th day of April, 2025 by and between: The Town of Avon, Colorado (hereinafter referred to as “OWNER”) and R&M Contractors Inc. (hereinafter referred to as “CONTRACTOR”). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. WORK 1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents (defined below). The Work is generally described as follows: Grading, retaining walls, landscaping and irrigation, installation of playground equipment and natural play elements, Picnic Shelter, parking area, restroom enclosure, trails, and paths. Article 2. THE PROJECT 2.01 The project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: EAGLEBEND PARK IMPROVEMENTS (hereinafter referred to as the “Project”). Article 3. ENGINEER 3.01 The Town of Avon, Colorado, Town Engineer or Public Works Director shall serve as construction management engineer (hereinafter referred to as “ENGINEER”) and who is to act as OWNER’S Representative, will assume all duties and responsibilities and will have the rights and authority assigned to ENGINEER and OWNER in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. Article 4. CONTRACTOR’S REPRESENTATIVES 4.01 In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: A. CONTRACTOR has familiarized himself with the nature and extent of the contract documents, Work, locality, and with all local conditions and federal, state, and local laws, ordinances, rules, and regulations in any manner may affect the cost, progress, or performance of the Work. CA-2 Form Approved by Town Attorney - 05/15/2024 B. CONTRACTOR has carefully studied all reports of investigations and tests of subsurface and latent physical conditions at the site or otherwise affecting the cost, progress, or performance of the Work which were relied upon by ENGINEER in the preparation of the Contract Documents, and which have been identified in the Special Conditions. C. CONTRACTOR has made or caused to be made examinations, investigations, tests, and studies of such reports and related data in addition to those referred to in paragraph 4.01(B) above, as he deems necessary for the performance of the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, reports, or similar data are or will be required by CONTRACTOR for such purposes. D. CONTRACTOR has correlated the results of all such observations, examinations, investigations, tests, reports and data with the terms and conditions of the Contract Documents. E. CONTRACTOR has given ENGINEER any conflicts, errors or discrepancies that he has discovered in the Contract Documents, and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. Article 5. CONTRACT TIME 5.01 Time is of the Essence A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. 5.02 Days to Achieve Substantial Completion and Final Payment A. CONTRACTOR shall achieve Substantial Completion within 248 calendar days of the issuance by the OWNER of a Notice to Proceed and shall finally complete the Work so that it is ready for final payment within 310 calendar days of the issuance by the OWNER of a Notice to Proceed. 5.03 Liquidated Damages A. Should the CONTRACTOR fail to complete the Work, or any part thereof, in the time stipulated in the Agreement or within such extra time as may have been allowed for delays by extensions granted as provided in the Contract Documents, the CONTRACTOR shall reimburse the OWNER for the additional expenses and damage for each calendar day, Sundays and holidays excluded, that the Contract remains uncompleted after the Contract completion date. It is agreed that the amount of such additional expense and damage, incurred by reason of failure to complete the Work, is $1,500.00 per day and will be doubled to $3,000.00 per day after 30 days. The said amounts are hereby agreed upon as liquidated damages for the loss to the OWNER CA-3 Form Approved by Town Attorney - 05/15/2024 because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the OWNER would, in such event, sustain. B. It is expressly understood and agreed that this amount is not to be considered in the nature of a penalty, but as liquidated damages which have accrued against the CONTRACTOR; and the OWNER is authorized to deduct the amount of such damages from any monies due the CONTRACTOR for Work performed or material furnished under this Agreement and the CONTRACTOR and his Sureties shall be liable for any excess C. In the event that this section conflicts with any other provision regarding liquidated damages within the Contract Documents, this section shall control. Article 6. CONTRACT PRICE 6.01 OWNER shall pay CONTRACTOR Seven Hundred Ten Thousand Nine Hundred Forty Eight Dollars ($710,948.00) for completion of the Work as full compensation for everything furnished and done by CONTRACTOR under this Agreement, including all loss or damage arising out of the work or from the action of the elements; for any unforeseen obstruction or difficulty encountered in the prosecution of the work, including increased prices for or shortages of materials for any reason, including natural disasters; for all risks of every description associated with the work; for all expenses incurred due to the suspension or discontinuation of the work; and for well and faithfully completing the work as provided in this Agreement. Article 7. PAYMENT PROCEDURES 7.01 Submittal and Processing of Payments A. CONTRACTOR shall submit Applications for Payment to the OWNER on a monthly basis, which shall be processed by the ENGINEER. 7.02 Progress Payments; Retainage A. OWNER shall make progress payments towards the Contract Price, less five percent (5%) for retainage, on the basis of CONTRACTOR’S Applications for Payment, as verified and recommended by ENGINEER, on or about the twenty-fifth (25th) day of each month during performance of the Work. In the ENGINEER’S discretion, the OWNER may withhold some or all of a progress payment where the CONTRACTOR’S Application for Payment does not reflect the actual amount of the Work completed. 7.03 Final Payment A. Upon final completion and acceptance of the Work as recommended by the ENGINEER, OWNER shall pay the remainder of the Contract Price, including any retainage previously withheld. CA-4 Form Approved by Town Attorney - 05/15/2024 Article 8. PROJECT WARRANTIES 8.01 CONTRACTOR’S warranties in respect of the Work (the “Project Warranties”) are as follows: CONTRACTOR warrants to OWNER that the Work shall be fit for its intended purposes, that materials and equipment furnished under this Agreement shall be of good quality and new, that all Work shall be free from defects and that all Work shall meet all of the requirements of this Agreement. CONTRACTOR shall furnish satisfactory evidence that it has met the Project Warranties. The Project Warranties shall commence on the date CONTRACTOR achieves final completion of the Work satisfactorily to OWNER. If at any time within two (2) years after the date on which the Project Warranties commenced, any portion of the Work is found to be not in accordance with the Project Warranties, CONTRACTOR shall correct it promptly after receipt of notice from OWNER to do so unless OWNER has previously given CONTRACTOR a written acceptance of such condition. Article 9. INSURANCE 9.01 Insurance Requirements A. CONTRACTOR shall not commence work under this Agreement until CONTRACTOR has obtained all insurance required under Article 5 of the General Conditions and the insurance has been approved by the Town Manager or his designee. The Town of Avon shall be named as an additional insured. Certificates of insurance shall be issued prior to execution of the Notice to Proceed. Additionally, CONTRACTOR shall not allow any approved subcontractor to commence work on his or her subcontract until all similar insurance required of subcontractor has been so obtained and approved. Article 10. CONTRACTOR’S REPRESENTATIONS 10.01 In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: A. CONTRACTOR has examined, carefully studied, and familiarized himself with the nature and extent of the Contract Documents and the other related data identified in the Bidding Documents as well as work, locality, and all local conditions and federal, state, and local laws, ordinances, rules, and regulations that in any manner may affect the cost, progress, or performance of the works. B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the work in addition to carefully studying all reports of investigations and tests of subsurface and latent physical conditions at the site, or otherwise, affecting the cost, progress, or performance of the Work which were relied upon by the ENGINEER in the preparation of the Contract Documents and which have been identified in the Special Conditions. CA-5 Form Approved by Town Attorney - 05/15/2024 C. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) any examinations, investigations, explorations, tests, studies, and data concerning conditions at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR, including applying the specific means, methods, techniques, sequences, and procedures of construction, if any, expressly required by the Contract Documents to be employed by CONTRACTOR, and safety precautions and programs incident thereto. D. CONTRACTOR does not believe that any further examinations, investigations, explorations, tests, studies, or data are necessary or will be required by CONTRACTOR for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. E. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents. F. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. G. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. H. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. I. CONTRACTOR warrants and guarantees to OWNER and ENGINEER that all Work will be in accordance with the Contract Documents and will not be defective within two (2) years of Substantial Completion. J. CONTRACTOR is organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite power to own its properties and assets and carry on its business as now conducted or proposed to be conducted. Article 11. CONTRACT DOCUMENTS 11.01 Contents A. The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR are attached to this Agreement, are incorporated by reference as if CA-6 Form Approved by Town Attorney - 05/15/2024 fully set forth herein, and consist of the following: 1. Advertisement for Bid (page AB-1 to AB-2) 2. Instruction to Bidders (pages IB-1 to IB-6) 3. Performance and other Bonds, identified as exhibits A & B and consisting of 4 pages. 4. Notice of Award (page NA-1 to NA-2) 5. Construction Agreement (pages CA-1 to CA-10) 6. Notice to Proceed (page NP-1) 7. General Conditions (pages GC-1 to GC-47 , inclusive) 8. Special Conditions (pages SC-1 to SC-12 , inclusive) 9. Plans, consisting of a sheets listed below by number, title, date and revision number with each sheet: 1. EAGLEBEND POCKET PARK, Zehren and Associates Architecture, dated 8/9/2024 2. AVON EAGLEBEND POCKET PARK SPECIFICATIONS, Zehren and Associates Architecture, dated 8/9/2024 10. Addenda numbers to 1 , inclusive 11. Contractor’s Bid (pages BF-1 to BF-6, inclusive) marked exhibit (attach Bid Form) 12. Documentation submitted by CONTRACTOR prior to Notice of Award (24 pages, inclusive) B. Any written Amendments, Modifications, or Work Change Orders which may be delivered or issued on or after the Effective Date of the Agreement that are not attached hereto. There are no Contract Documents other than those listed above in this Article. C. The Contract Documents may only be altered, amended, modified, supplemented, or repealed by written agreement signed by both parties. Article 12. PERFORMANCE BOND 12.01 To secure performance of CONTRACTOR’S obligations under this Agreement, the CONTRACTOR shall provide the OWNER with a Performance Bond in the amount of CA-7 Form Approved by Town Attorney - 05/15/2024 the full contract price. Prior to execution of this Agreement, the CONTRACTOR shall provide the form of the Performance Bond to the Town for its review and approval. The Town shall be authorized to draw upon the Performance Bond to correct any default by Builder under this Agreement, which default shall be determined and substantiated by an Affidavit of Default signed by the ENGINEER. The Performance Bond shall be held by the Town through the two (2) year Project Warranties period specified in this Agreement. Article 13. MISCELLANEOUS 13.01 Terms Used in this Agreement A. The terms used in this Agreement, which are defined in Article 1 of the General Conditions, shall have the meanings set forth therein. 13.02 Indemnification A. The CONTRACTOR agrees to indemnify, save, and hold harmless the OWNER, its officers, employees, and agents from any and all liability, loss, costs, charges, obligations, expenses, attorney’s fees, litigation, judgments, damages, claims, and demands of any kind arising from or out of any negligent act, error, omission or other tortious conduct of the CONTRACTOR, its officers, subcontractors, employees, or agents in the performance or non-performance of its obligations under this Agreement. 13.03 Assignment of Contract A. No assignment by a party hereto of any rights under, or interests in, the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 13.04 Successors and Assigns A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 13.05 Severability A. Any provision or part of the Contract Documents held to be void or unenforceable by any court of competent jurisdiction shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken CA-8 Form Approved by Town Attorney - 05/15/2024 provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 13.06 Independent Contractor A. The CONTRACTOR shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement to have entered into any partnership, joint venture, employer/employee relationship with the OWNER other than as a contracting party and independent contractor/the OWNER shall not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any kind or type to or for the CONTRACTOR or the CONTRACTOR’s employees, sub-consultants, contractors, agents, or representatives, including coverage benefits related but not limited to: local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA); workers' compensation; disability, injury, or health; professional liability insurance, errors, and omissions insurance; or retirement account contributions. 13.07 No Waiver of Governmental Immunity A. Nothing herein is intended as nor shall it be construed as a waiver of the protections and immunities afforded the OWNER pursuant to the Colorado Governmental Immunity Act, Sections 24-10-101, et seq., Colorado Revised Statutes, or pursuant to any other applicable laws. 13.08 Governing Law, Venue, and Enforcement A. This Agreement shall be governed by and interpreted according to the law of the state of Colorado. Venue for any action arising under this Agreement shall be in the appropriate Court in Eagle County, Colorado. The Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement in order to reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement. The parties agree that the rule providing ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 13.09 Other Provisions A. Pursuant to Section 24-91-103.6, C.R.S., the OWNER hereby states that it has appropriated an amount equal to or in excess of the Contract amount. O WNER shall not issue a Change Order, or other form of order or directive requiring additional compensable work to be performed, which work causes the aggregate amount payable under the Contract to exceed the amount appropriated for the original Contract unless CONTRACTOR is given written assurance by the public entity that lawful appropriations to cover the costs of the additional work have been made. CA-9 Form Approved by Town Attorney - 05/15/2024 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have signed this Agreement in triplicate. One CA-10 Form Approved by Town Attorney - 05/15/2024 counterpart each has been delivered to OWNER, CONTRACTOR, and ENGINEER. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or by ENGINEER on their behalf. This Agreement will be effective on April 16, 2025. OWNER, TOWN OF AVON By: ________________________________ Printed Name: Rich Carroll Title: Mayor Pro Tem APPROVED AS TO FORM By: Nina P. Williams, Town Attorney ADDRESS FOR GIVING NOTICES: Town of Avon 100 Mikaela Way Avon, CO 81620 R&M GENERAL CONTRACTOR INC. By: _________________________________ Printed Name: Brian Maslowsky Title: President ADDRESS FOR GIVING NOTICES: R&M General Contractor Inc. 8480 E. Orchard Rd, Suite 3150 Greenwood Village, CO 80111 License No. ____________________ Nina P. Williams (Apr 16, 2025 15:01 MDT) Nina P. Williams Richard Carroll (Apr 16, 2025 15:15 MDT) 20250416 - Construction Agreement - Eaglebend Park Improvements - Mayor Pro Tem Final Audit Report 2025-04-16 Created:2025-04-16 By:Eva Wilson (ewilson@avon.org) Status:Signed Transaction ID:CBJCHBCAABAAZVqHshDBM0VuX3Ni6U0sIwNeYzIaEUey "20250416 - Construction Agreement - Eaglebend Park Improve ments - Mayor Pro Tem" History Document created by Eva Wilson (ewilson@avon.org) 2025-04-16 - 3:16:23 PM GMT Document emailed to Brian Maslowsky (brian.maslowsky@gmail.com) for signature 2025-04-16 - 3:18:41 PM GMT Email viewed by Brian Maslowsky (brian.maslowsky@gmail.com) 2025-04-16 - 8:14:11 PM GMT Document e-signed by Brian Maslowsky (brian.maslowsky@gmail.com) Signature Date: 2025-04-16 - 8:14:41 PM GMT - Time Source: server Document emailed to nina@wwfdlaw.com for signature 2025-04-16 - 8:14:43 PM GMT Email viewed by nina@wwfdlaw.com 2025-04-16 - 9:01:19 PM GMT Signer nina@wwfdlaw.com entered name at signing as Nina P. Williams 2025-04-16 - 9:01:42 PM GMT Document e-signed by Nina P. Williams (nina@wwfdlaw.com) Signature Date: 2025-04-16 - 9:01:44 PM GMT - Time Source: server Document emailed to rcarroll@avon.org for signature 2025-04-16 - 9:01:46 PM GMT Email viewed by rcarroll@avon.org 2025-04-16 - 9:14:22 PM GMT Signer rcarroll@avon.org entered name at signing as Richard Carroll 2025-04-16 - 9:15:36 PM GMT Document e-signed by Richard Carroll (rcarroll@avon.org) Signature Date: 2025-04-16 - 9:15:38 PM GMT - Time Source: server Agreement completed. 2025-04-16 - 9:15:38 PM GMT The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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. INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Certificate Of Insurance REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). Insureon, Division of Specialty Program Group LLC / DBA SPG Insurance Solutions LLC in CA 203 N. LaSalle St., 20th Floor, Chicago, IL 60601 (800) 688-1984 312-690-4123 R & M General Contractors Inc. 14275 N. Mariposa St., Westminster, CO, 80023 Clear Blue Specialty Insurance Company 37745 Pinnacol Assurance Company 41190 AC010002261A 4 4 5,000,000 5,000 2/27/2026 100,000 Excluded8/27/2024 5,000,000 5,000,000 Town of Avon 100 Mikaela Way Avon, CO 81620 12/6/2024 4 12726731 R & M General Contractors Inc.12/6/2024 7:58:03 PM Zurich American Insurance Company 16535 4192085 4/1/2024 4/1/2025 x C Builders Risk N ER74173415 7/24/2024 7/24/2025 Amount of insurance $5,523,469 Structure Bldg 2 McGrady Acres, Avon, CO $5,000 Deductible B 1,000,000 1,000,000 1,000,000