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HomeMy WebLinkAboutresolution.council.009-10 V* (I'' THE CITY OF ASPEN MEMORANDUM TO: Mayor and City Council FROM: Chris Everson, Affordable Housing Project Manager THRU: Barry Crook, Assistant City Manager and Scott Miller, Capital Asset Director . G DATE OF MEMO: June 20, 2011 MEETING DATE: June 27, 2011 RE: Burlingame Phase II Integrated Project Delivery Process - Owner's Agent Contract Addendum REQUEST OF COUNCIL: Staff requests that Council approve an addendum to the Owner's Agent, Rider Levett Bucknall (RLB), contract in the amount of $145,770 for Owner's Agent services to be provided on the Burlingame Phase II IPD process for the months of July through December, 2011. PREVIOUS COUNCIL ACTION: Below is the history for the existing contract with RLB: Original Contract, approved 2/8/10 $301,400 (approved by Council) Amendment No. 1, approved 9/27/10 $119,750 (approved by Council) Amendment No. 2, approved 5/27/11 $ 24,000 (approved by CMO) Current Contract Value $445,150 Proposed Amendment No. 3 $145,770 (approval is requested herein) Proposed New Contract Value $590,920 BACKGROUND: As part of the improvements suggested for the Burlingame Phase II design/development process by the Citizens Budget Task Force and the Construction Experts Group in 2008, the City of Aspen has included the Owner's Agent team component from the inception of the Integrated Project Delivery (IPD) process in 2010. DISCUSSION: The project has entered into the land use process, and public hearings are in the process of being scheduled for July and August of 2011. The Owner's Rep services will be necessary for the land use process as well as for the subsequent construction drawings effort that needs to be completed pending completion of the land use process. While most of the IPD team contracts are based on a fixed scope of services, the Owner's Agent contract is based on consulting effort and thus requires additional funds in order to continue given the extended timeline for IPD process. The original RLB contract expired at the end of 2010 per the original IPD timeline which Council subsequently asked to be slowed down, and in addition, Council added the presales effort to the process which was not anticipated when the contract was initiated in early 2010. Page 1 of 2 THE CITY OF ASPEN Approximately 30% of this contract amendment is for use on tasks that will not be necessary in 2011 if Council chooses not to put the bond funding question for the project on the November 2011 public election ballot. In that case, progress billing on the project for 2011 will occur only for services provided by RLB in 2011, and the remaining contract amount may be used in 2012 in the event that a funding question on the May 2012 ballot is pursued instead. Otherwise, the 30% optional services may not be utilized. This element of the amendment is intended to provide flexibility given the potential for changing conditions on the project. Staff is extremely pleased with the services provided to date by the RLB consulting staff (primarily Scott Sumners). As expected, RLB has added significant value to the process in oversight, organization and a general high level of overall due diligence throughout the process, and staff feels that the value that RLB has brought to the process is showing up as significant improvements to the project's process, designs and budget. FINANCIAL/BUDGET IMPACTS: During the spring 2011 supplemental budget process, City Council approved carry- forward from savings to the 2010 budget in the amount of $2,190,313. Of this amount, staff has allocated approximately $375,000 for potential additional services in 2011 due to the extended timeline, and this request is part of that expectation. While this is an additional expenditure, other additional costs on the project have been minimized and savings to the 2010 budget were significant. The significant savings against the 2010 budget provides further headroom to cover other potential additional costs for the balance of 2011 — which should be expected to some extent given the extended timeline. These contingencies have also been included in the IPD team's estimate for the Burlingame Phase II development and do not add subsidy to the project beyond the proformas that were presented to City Council on November 23, 2010, which are still available on the City of Aspen's website. In fact, RLB is to be credited to some degree for helping the City contain these costs and be able to hold the development estimate that the IPD team has committed to in the City Council work session on November 23, 2010. ENVIRONMENTAL IMPACTS: N/A • RECOMMENDED ACTION: Staff recommends that Council approve the contract amendment. ALTERNATIVES: Staff does not recommend entering the land use process or the construction drawings phase of the project without the services of the Owner's Agent. PROPOSED MOTION: Staff proposes that a motion be made to approve the contract amendment. CITY MANAGER COMMENTS: ATTACHMENTS: Exhibit A: Contract amendment Exhibit B: Estimated hourly consulting effort to complete Page 2 of 2 DRAFT 15 June 2011 Amendment No. 3 To the AIA Document B801 CMa -1992 Agreement between Owner and Construction Manager for the Burlingame Ranch Phase II Project dated January 25, 2010 The Agreement between Owner and Construction Manager for the Project is amended effective June 27, 2011, as follows: 1. The Construction Manager shall continue to provide Basic Services as described the Agreement, AIA Document A801 and AIA Document A295, in an extended Implementation Documents phase through December 31, 2011. Major efforts during this period will include the following tasks: 1. IPD & Other Meetings: Participation in, and documentation of, twice- monthly meetings with the IPD team to address outstanding issues in the preparation of implementation documents. 2. Cost & Schedule Updates: Prepare monthly updates to total project cost estimate and project schedule. 3. Progress Reports: Prepare monthly reports summarizing all project - related activity and progress, including all meeting minutes, design decisions and remaining outstanding issues, construction and project cost updates, and schedule updates. 4. Phasing: Assist the Owner in evaluating various phasing options for the project, including construction and soft cost estimates, sales proceeds estimates, cashflow projections, construction sequencing strategies, assessing impact on existing residents, potential mitigation efforts, and preparing City Council presentations regarding these issues. 5. Pre - Sales: Participate in the management and implementation of the Burlingame Ranch Phase II pre -sales program, facilitating communication between the pre -sales program manager and the Integrated Project Delivery Team and communicating project details to prospective buyers. 6. PUD Application: Assist the Owner in responding to inquiries and input from the public, external agencies, City Council and other stakeholders as the Burlingame Ranch Phase II Planned Unit Development application is considered through the public review process and plat recording. 7. Construction Contracting: Assist the Owner in implementation of a competitive selection process to solicit, evaluate and procure services of a general contractor to provide construction -phase services for the project (if necessary). 8. Election Inquiries: Assist the Owner in providing project - related information to the Council and the public preceding an election to authorize the Burlingame Ranch Phase II project, and responding to public inquiries regarding the project (if necessary). 9. General Project Adminstration: Other tasks as directed by Owner. 2394675_1 doc 1 2. Section 13.2.1 of the Agreement is hereby amended to increase the Basic Compensation paid to the Construction Manager by $145,770, from $445,150 to $590,920, for this extended Implementation Documents phase, as follows: Original Contract, approved 2/8/10 $301,400 Amendment No. 1, approved 9/27/10 $119,750 Amendment No. 2, approved 5/27/11 $ 24,000 Current Contract Value $445,150 Amendment No. 3 (this amendment) $145,770 New Contract Value $590,920 3. All other terms and conditions outlined in the Agreement shall remain unchanged. OWNER Construction Manager City of Aspen Rider Levett Bucknall // Michael C. el. d, Mayor fat2..Peter Knowles, Executive Vice Presi ent • 2394675_I.doc 2 S RLB Fee Worksheet DRAFT City of Aspen, Burlingame Ranch Phase II Program Manager / Owner's Agent - Contract Amendment No. 3 rev. 20 Jun 2011 ESTIMATED HOURS PER MONTH Jul 2011 Aug 2011 Sep 2011 Oct 2011 Nov 2011 Dec 2011 IPD & Other Meetings: Participation in, and documentation of, twice - monthly meetings with the IPD team to address outstanding issues in the preparation of implementation 10 10 10 10 10 10 documents. Cost & Schedule Updates: Prepare monthly updates to total 10 10 10 10 10 10 project cost estimate and project schedule. Progress Reports: Prepare monthly reports summarizing all project- related activity and progress, including all meeting 10 10 10 10 10 10 minutes, design decisions and remaining outstanding issues, - construction and project cost updates, and schedule updates. Phasing: Assist the Owner in evaluating various phasing options for the project, including construction and soft cost estimates, sales proceeds estimates, cashflow rojections, construction 30 30 20 20 20 20 sequencing strategies, assessing impact on existing residents, potential mitigation efforts, and preparing City Council presentations regarding these issues. Pre - Sales: Participate in the management and implementation of the Burlingame Ranch Phase II pre -sales program, facilitating communication between the pre -sales program manager and 8 8 8 8 8 8 the Integrated Project Delivery Team and communicating project details to prospective buyers. PUD Process: Assist the Owner in responding to inquiries and input from the public, external agencies, City Council and other stakeholders as the Burlingame Ranch Phase II Planned Unit 20 20 20 10 10 10 Development application is considered through the public review process and plat recording. Construction Contracting: Assist the Owner in implementation of a competitive selection process to solicit, evaluate and 0 20 30 30 40 30 procure services of a general contractor to provide construction - phase services for the project (if necessary). * Election Inquiries: Assist the Owner in providing project- related information to the Council and the public preceding an election to authorize the Burlingame Ranch Phase II project, and 10 10 20 20 10 0 responding to public inquiries regarding the project (if necessary)." General Project Administration 10 10 10 10 10 10 - F1't4I 1 = EXPENSES Travel (assuming 2 -3 trips / month) $4,000 $4,000 $3,000 $3,000 $5,000 $5,000 3, r * This 30% of the contract will be billed only if necessary. Hours /wk avg (base) 20 Flat fee /mo 514,245 Additional hours /wk avg (if necessary) 8 Addtiional fee /mo (if necessary) $6,050 Hours /wk avg (max total) 28 Fee /mo (max total) $20,295 R. d Lj;i1 (1U 61 I RLB Rider Levett Bucknall 1621 Eighteenth Street Suite 255 Denver, Colorado 80202 T: +1 720 904 1480 F: +1 720 904 1481 27 May 2011 Mr. Chris Everson chris.eversonfdtclaspen.co.us Affordable Housing Project Manager City of Aspen 130 South Galena Street Aspen, CO 81611 Dear Chris: BURLINGAME RANCH PHASE II — EXTENSION OF OWNER'S AGENT SERVICES Over the past year, we have appreciated the opportunity to be involved with the planning and design efforts for Burlingame Ranch Phase II. We are confident that the IPD team's efforts, well informed by the extensive public outreach program, have contributed to a design that achieves a balance between many competing interests and will deliver a fantastic community. I am writing to propose an extension to our current contract, allowing continued owner's agent services for the project. Our original contract contemplated services from February 2010 through September 2010. Amendment No. 1 authorized the implementation documents phase and extended our services through March 2011. This amendment would authorize our services for the month of June 2011. Our proposed scope of work, fees and reimbursable expenses are described below and in the attached worksheet. Scope of Work: This proposal is based on the following scope of work: 1) Preparation for, participation in and follow -up related to Design Review Committee meetings scheduled in Aspen on 1 June 2011 and 15 June 2011. 2) IPD Team coordination • 3) Preparation for upcoming City Council public hearings 4) Participatiol hynpyeetirtratagapeded Fees: RLB proposes a fixed fde of $21,700, based on an estimated average of 30 hours per week for this period and the swine hourly rates identified in our original contract. Reimbursable Expenses: RLB estimates reimbursable expenses of $3,000 for this period. Page 1 of 2 RLB I Rider Levett Bucknall 27 May 2011 Mr. Chris Everson Summary of Proposed Contract Amendment: The proposed changes to our contract are summarized below. Original Contract: $301,400 Feb 2010 — Sep 2010 Amendment No. 1, approved 9/27/10: $119,750 Oct 2010 — Mar 2011 Current Contract Value: $421,150 Amendment No. 2 (this proposal) $ 24,000 Jun 2011 Proposed Total Contract Value: $445,150 If you find this acceptable, I have included a signature block below for your approval. Please let me know if you have any questions or concems. Yours sincerely, Peter Knowles Executive Vice President Rider Levett Bucknall Ltd Attachment c: Scott Sumners Accepted: Title: bsr CV( C J -- Date: 5 /21/11 Page 2 of 2 RESOLUTION # ~'> (Series of 2010) A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF ASPEN, COLORADO, AND THE RIDER LEVETT BUCKNALL SETTING FORTH THE TERMS AND CONDITIONS REGARDING THE INITIAL INTEGRATED PROJECT DELIVERY OWNER'S AGENT FOR THE BURLINGAME RANCH PHASE II PROJECT AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT WHEREAS, there has been submitted to the City Council an agreement between the City of Aspen, Colorado, and Rider Levett Bucknall, a copy of which agreement is annexed hereto and made a part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That the City Council of the City of Aspen hereby approves that agreement between the City of Aspen, Colorado, and Rider Levett Bucknall the initial integrated project delivery Owner's Agent for the Burlingame Ranch Phase II project, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said contract on behalf of ~ City of Aspen. Dated: ~ a /~, ~G Michael C. Ir nd, Mayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held February 8, 2010. K ryn S. Koch, City Clerk T =~= I Document B801T"CMa -1992 Standard Form of Agreement Between Owner and Construction Manager where the Construction Manager is NOT a Constructor AGREEMENT made as of the 25th day of January in the year of 2010. BETWEEN the Owner: The City of Aspen 130 South-Galena Street Aspen, CO 81611 and the Construction Manager Rider Levett Bucknall 1621 Eighteenth Street, Suite 255 Denver, Colorado 80202 Phone:720-904-1480 Fax: 720-904-1481 Contact: Peter Knowles neter.knowlesCrzus.rlb.com for the following Project Burlingame Ranch Phase Il: Planning, design and development for the City of Aspen's Burlingame Ranch Phase II affordable housing development, including a new affordable housing facility similar to Burlingame Ranch Phase I, including new construction of roads, infrastructure and 161 additional multifamily units plus platting for 6 single family lots as described in Exhibit "A" - "Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent" dated October 2l, 2009 and in Exhibit "B" - "Rider Levett Bucknall Proposal Program Manager /Owner's Agent Burlingame Ranch Phase II" dated November 13, 2009 both attached hereto and incorporated herein by reference. The Architect is: OZ Architecture 1805 29th Street, Suite 2054 Boulder, CO 80301 Phone: 303.449.8900 Fax: 303.449.3886 Contact: Eduardo Illanes eillanes~d~,OZARCH.COM The Contractor is: TBD The Commissioning Agent is: ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the tent of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has adtled necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction wtth the 1992 editions of AIA Documents 8141/CMa, A101/CMa and A201ICMa. Init AIA Document a801 "'CMa -1992. Copyright ©1973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by 115. Copyright Law antl International Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any 1 portion of it, may result in severe civil antl criminal penalties, and will be prosecuted to the maximum eztent passible under the law. This document was / produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1966222679) TBD The Owner and Construction Manager agree as set forth below ARTICLE 1 CONSTRUCTION MANAGER'S RESPONSIBILITIES § 1.1 CONSTRUCTION MANAGER'S SERVICES § 1.1.1 The Construction Manager's services consist of those services performed by the Construction Manager, Construction Manager's employees and Construction Manager's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 14. § 1.1.2 The Construction Manager's services shall be provided in conjunction with the services of an Architect, Contractor(s), and other Owner's consultants, (the Project Team) who will be selected by the Owner in selection process(es) where the Construction Manger will be involved and contribute its knowledge and expertise. § 1.1.3 The Construction Manager shall provide sufficient organization, personnel and management to carry out the requirements of this Agreement in an expeditious and economical manner consistent with the interests of the Owner. § 1.1.4 The services covered by this Agreement are subject to the time limitations contained in Section 13.5.1. ARTICLE 2 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES § 2.1 DEFINITION § 2.1.1 The Construction Manager's Basic Services consist of those described in Sections 2.2 and 2.3 and any other services identified in Article 14 as part of Basic Services. § 2.2 PRE-CONSTRUCTION PHASE § 2.2.1 The Construction Manager shall review the program furnished by the Owner with the Project Team to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and the Project Team. § 2.2.2 The Construction Manager shall facilitate the Project Team's review of, and collaborate with the Project Team to provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. § 2.2.3 Based on early schematic designs and other design criteria prepared by the Architect, the Contractor shall prepare preliminary estimates of Construction Cost for program requirements using area, volume or similar conceptual estimating techniques. The Construction Manager shall provide reviews of the Contractor's cost estimates throughout the project, as well as to provide cost evaluations of alternative materials and systems provided by the Project Team. § 2.2.4 The Construction Manager shall facilitate the Project Team's expeditious review of design documents during their development and advise on proposed site use and improvements, selection of materials, building systems and equipment, and methods of Project delivery. The Construction Manager shall also facilitate the Project Team to provide, discuss and collaborate on reaching consensus with recommendations on relative feasibility of construction methods, availability of materials and labor, time requirements for procurement, installation and construction, and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, and possible economies. § 2.2.5 The Construction Manager, with the involvement of and in collaboration with the Project Team, shall prepare and periodically update a Master Project Schedule for the Project Team's review, approval and the Owner's ultimate acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the preliminary project schedule relating to the performance of the Architect's services. In the Master Project Schedule, the Construction Manager shall coordinate and integrate the Construction Inll AIA Document BBO1TMLMa-1992. Copyright ®1973, 1980 antl 1992 by The American Institute of Architects. All rights resarvetl. WARNING: This AIA'' Document is protected by U.6. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA"' Document, or any 2 portion of f0. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This Document was / produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152_i which expires on 04/2212010, and is not for resale. User Notes: (1986222679) Manager's services, the Project Team's services and the Owners responsibilities vyith anticipated construction schedules, highlighting critical and long-lead-time items. § 2.2.6 As the Architect progresses with the preparation of the Schematic, Design Development and Construction Documents, the Construction Manager shall facilitate input from the Project Team to the Contractor as the Contractor prepares and updates, at appropriate intervals agreed to by the Project Team and approved by the Owner, estimates of Construction Cost of increasing detail and refinement. The estimated cost of each Contract shall be indicated with supporting detail. Such estimates shall be provided for the Project Team's review, approval and the Owner's ultimate approval. The Construction Manager, together vyith the Project Team, shall advise the Owner if it appears that the Construction Cost may exceed the latest approved Project budget and make recommendations for corrective action. § 2.2.7 The Construction Manager and appropriate Project Team members shall consult with the Owner and Architect regarding the Construction Documents and make recommendations whenever design details adversely affect constructability, cost or schedules. § 2.2.8 The Construction Manager shall facilitate collaboration about, encourage the Project Team to reach consensus on, and provide recommendations and information to the Owner regarding the assignment of responsibilities for temporary Project facilities and equipment, materials and services for common use of the Contractors. The Construction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents. § 2.2.9 The Construction Manager shall facilitate collaboration about, encourage the Project Team to reach consensus on, and provide recommendations and information to the Owner regarding the allocation of responsibilities for safety programs among the Contractors. § 2.2.10 The Construction Manager shall facilitate collaboration about, encourage the Project Team to reach consensus on, and advise on the division of the Project into individual Contracts for various categories of Work, including the method to be used for selecting Contractors and awarding Contracts. If multiple Contracts are to be awarded, the Project Team shall review the Construction Documents and make recommendations as required to provide that (1) the Work of the Contractors is coordinated, (2) all requirements for the Project have been assigned to the appropriate Contract, (3) the likelihood of jurisdictional disputes has been minimized, and (4) proper coordination has been provided for phased construction. § 2.2.11 The Construction Manager shall prepare a Master Project Schedule containing, without limitation, the Contractor's construction schedule providing for the components of the Work, including phasing of construction, times of commencement and completion required of each Contractor, ordering and delivery of products requiring long lead time, and the occupancy requirements of the Owner. The Construction Manager shall provide the current Master Project construction schedule for each set of bidding documents. § 2.2.12 The Contractor shall expedite and coordinate the ordering and delivery of materials requiring long lead time. The Construction Manager shall review the Contractor's detailed procurement plan for compliance with the Master Project Schedule and standards of the industry, as well as vigorously monitor the Contractor's updates to the procurement plan for compliance of all orders of long lead time materials. In addition, the Construction Manager will report to the Owner monthly, and more often if required, to ensure that the Owner is aware of the status of all long lead items, and recommend the Owner's options for action in the event any are discovered to not be ordered early enough by the Contractor to meet the Construction Schedule. § 2.2.13 The Construction Manager shall assist the Owner in soliciting, procuring, selecting, retaining and coordinating the professional services of surveyors, a commissioning agent, special consultants and testing laboratories required for the Project. These consultants shall be retained by the Owner. § 2.2.14 The Contractor shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required for critical phases with the AIA Document 6801 "'CMa -1992. Copyright O 7973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA" rn)L Document is protected by U.6. Copyright Law and International Treaties. Unauthorized reproduction or distribution o(this AIA' Document, or any portion of i[, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was ~ produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1986222679) Construction Manager. The Contractor, working with the Construction Manager shall make recommendations tothe Project Team for actions designed to minimize adverse effects of labor shortages. § 2.2.15 Following the Owner's approval of the Construction Documents, the Construction Manager shall update and submit the Master Project Schedule containing, without limitation, the Contractor's construction schedule for the Architect's review and the Owner's approval. § 2.2.18 The Construction Manager shall work with the Owner to define a procurement process acceptable to the Owner, submit the list of prospective potential candidates for the Owner's approval, and when applicable based on the schedule of procurement, for review and approval of the Project Team. § 2.2.17 The Construction Manager shall develop candidates' interest in the Project and establish procurement schedules. The Construction Manager, with the assistance of the Project Team when appropriate based on the Master Project Schedule, shall issue request for proposals and other documents to candidates and conduct pre-proposal conferences with prospective bidders. The Construction Manager shall assist the Owner, and where appropriate, the Project Team, with regard to questions from candidates and with the issuance of addenda. § 2.2.18 The Construction Manager in collaboration with the Owner, and when appropriate based on the Master Project Schedule, shall receive proposals, prepare proposal analyses and make recommendations to the Owner, also when consistent with the Master Project Schedule, for the Owner's award of Contracts or rejection of proposals. § 2.2.19 The Construction Manager shall assist the Owner in preparing Construction Contracts and advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Contractors, in collaboration with the Project Team. § 2.2.20 The Construction Manager shall develop a permitting strategy and schedule and shall assist the Owner and Project Team in obtaining building permits and special permits for permanent improvements, except for permits required to be obtained directly by the various Contractors. The Construction Manager shall verify that the Owner has paid applicable fees and assessments. The Construction Manager shall assist the Owner and Project Team in connection with the Owner's responsibility for filing documents required for the approvals of governmental authorities having jurisdiction over the Project. ~ (Paragraph deleted) § 2.3 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT § 2.3.1 The Construction Phase will commence with the Notice to Proceed issued for the Construction Contract and, together with the Construction Manager's obligation to provide Basic Services under this Agreement, other than ten (10) hours of warranty work on the Project, will end seventy-five (75) days after Substantial Completion. § 2.3.2 The Construction Manager shall provide administration of the Contracts for Construction in cooperation with the Architect as set forth below and in the modified edition of AIA Document A295-2008, General Conditions of the Contract for Integrated Project Delivery approved by both the Construction Manager and the Owner and incorporated by reference upon final review and approval. Owner/Architect, Owner/Vendor, and Owner/Contractor agreements shall be coordinated with the duties and responsibilities of this Agreement with the Construction Manager. § 2.3.3 The Construction Manager shall provide administrative, management and related services to coordinate scheduled activities and responsibilities of the Project Team with each other and with those of the Construction Manager, and to facilitate an environment in which the Project Team endeavors to manage the Project in accordance with the latest approved estimate of Construction Cost, the Master Project Schedule and the Contract Documents. Init. AIA Document 9801 ^'CMa -1992. Copyright 8 1973, 1980 and 1992 by Tha Amariwn Institute of Architects. All fights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was / producetl by AIA software at 14:24:28 on 01/75/2010 under Ortler No.1000396152_i which expires on 04/2212010, and is not for resale. User NOtes: (1986222679) § 2.3.4 The Construction Manager shall schedule and conduct meetings with the Project Team to discuss such matters as procedures, progress and scheduling. The Construction Manager shall prepare and promptly distribute minutes to the Project Team. § 2.3.5 Utilizing the Construction Schedules provided by the Contractors, the Construction Manager shall update the Master Project Schedule, including the Contractor's construction schedule incorporating the activities of the Contractors on the Project, including activity sequences and durations, allocation of labor and materials, processing of Shop Drawings, Product Data and Samples, and delivery of products requiring long lead time and procurement. The Project construction schedule shall include the Owner's occupancy requirements showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Master Project construction schedule as required to show current conditions. If an update indicates that the previously approved Master Project construction schedule may not be met, the Construction Manager shall recommend corrective action to the Project Team. § 2.3.8 Consistent with the various bidding documents, and utilizing information from the Contractors, the Construction Manager shall review the Contractor's plan to coordinate the sequence of construction and assignment of space in areas where the Contractors are pertorming Work. § 2.3.7 The Construction Manager shall endeavor to obtain satisfactory pertormance from each of the Contractors and the Project Team. The Construction Manager shall recommend courses of action to the Project Team and the Owner when requirements of a Contract are not being fulfilled. § 2.3.8 The Construction Manager shall monitor the Contractor's estimate of Construction Cost as approved by the Project Team. The Contractor shall show actual costs for activities in progress and estimates for uncompleted tasks by way of comparison with such approved estimate. § 2.3.9 The Construction Manager, using information provided by the Project Team, shall develop cash flow reports and forecasts for the Project and advise the Owner and Architect as to variances between actual and budgeted or estimated costs. § 2.3.10 The Construction Manager shall review cost information provided by the Contractor, who shall maintain accounting records on authorized Work performed under unit costs, additional Work performed on the basis of actual costs of labor and materials, and other Work requiring accounting records. § 2.3.11 The Construction Manager shall develop and implement procedures for the review and processing of applications by the Project Team for progress and final payments. § 2.3.11.1 Based on the Construction Manager's observations and evaluations of the Project Team's Application for Payments, the Construction Manager shall review and recommend the amounts due the respective Contractors. § 2.3.11.2 The Construction Manager shall prepare a Project Application for Payment based on the Project Team's Certificates for Payment. § 2.3.11.3 The Construction Manager's recommendation for payment shall constitute a representation to the Owner, based on the Constructicn Manager's determinations at the site as provided in Section 2.3.13 and on the data comprising the Contractors' Applications for Payment, that, to the best of the Construction Manager's knowledge, information and belief, the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Construction Manager. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. § 2.3.11.4 The issuance of a Certificate for Payment by the Architect and the Construction Manager's recommendation for payment shall not be a representation that the Construction Manager has (1) made Init. AIA Document BBOt ^'CMa-1992. Copyright ©1973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law antl International Treaties. Unauthorized reproduction or distribution of this AIA` Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was ~ produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152_7 which expires on 04/22/2010, and is not for resale. User NOtes: (1986222679) exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences for the Contractor's own Work, or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 2.3.12 The Construction Manager shall review the safety programs developed by each of the Contractors for purposes of ascertaining the compliance with average industry standards of the safety programs. The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager. The Owner in its Agreement with the Contractor(s) shall cause such Contractor(s) to indemnify, and hold the Construction Manager harmless against any and all actions, causes of action, fines, costs and/or claims arising out of or in any way relating to any and all safety violations on the subject Project but only to the extent that such injury, loss, or damage was caused by the acts, omissions, or other faults of the Contractor, its officers, its employees, or anyone for whom it is liable. § 2.3.13 The Construction Manager shall determine in general that the Work of each Contractor is being pertormed in accordance with the requirements of the Contract Documents, endeavoring to guard the Owner against defects and deficiencies in the Work. As appropriate, the Construction Manager shall have authority, upon written authorization from the Owner, to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. The Construction Manager, in consultation with the Architect, may reject Work which does not conform to the requirements of the Contract Documents. § 2.3.14 The Contractor shall schedule and coordinate the sequence of construction in accordance v~ith the Contract Documents and the latest approved Master Project construction schedule. § 2.3.15 With respect to each Contractor's own Work, the Construction Manager shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work of each of the Contractors, since these are solely the Contractor's responsibility under the Contract for Construction. The Construction Manager shall not be responsible for a Contractor's failure to carry out the Work in accordance with the respective Contract Documents. The Construction Manager shall not have control over or charge of acts or omissions of the Contractors, Subcontractors, or their agents or employees, or any other persons performing portions of the Work not directly employed by the Construction Manager. § 2.3.16 The Contractor shall transmit directly to the Architect requests for interpretations of the meaning and intent of the Drawings and Specifications, with a record copy to the Construction Manager. § 2.3.17 The Construction Manager shall review requests for changes, assist in negotiating Contractors' and Architect's proposals, submit recommendations to the Owner, and, if they are accepted, prepare Change Orders and Construction Change Directives which incorporate the Architect's modifications to the Documents. § 2.3.18 The Construction Manager shall assist the Owner in the review, evaluation and documentation of Claims as normally and reasonably required on similar projects. § 2.3.19 The Construction Manager shall receive certificates of insurance from the Contractors and forward them to the Owner with a copy to the Architect. § 2.3.20 In collaboration with the Project Team, the Construction Manager shall establish and implement procedures for expediting the processing and approval of Shop Drawings, Product Data, Samples and other submittals. The Construction Manager shall receive a copy of each Shop Drawings, Product Data, Samples and other submittals from the Contractors including initial submittals and the final approved Inlt. AIA Document 8801 ^'CMa - 199T. Copyright ®1973, 1980 and 1992 by The American Institute of Architects. All rights reservetl. WARNING: This AIA` Document is protected by ILS. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any s portion of it, may result in severe civil antl criminal penalties, and will be prosecuted to the maximum extent possible untler the law. This document was / produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1986222679) documents. The Construction Manager's actions shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner or Contractors. § 2.3.21 The Construction Manager shall record the progress of the Project. The Construction Manager shall submit written progress reports on a monthly basis to the Owner and Architect including information on each Contractor and each Contractor's Work, as well as the entire Project, showing percentages of completion. The Construction Manager shall keep a daily or weekly log containing a record of weather, each Contractor's Work on the site, number of workers, identification of equipment, Work accomplished, problems encountered, weekly digital progress photos, and other similar relevant data as the Owner may require, or a log of such data as may be agreed by Owner and Construction Manager to be reasonable, useful and necessary given the size of the Project. § 2.3.22 The Construction Manager shall maintain at the Project site for the Owner one record copy of all Contracts, Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently by Contractor(s) to record changes and selections made during construction, and in addition, approved Shop Drawings, Product Data, Samples and similar required submittals. The Construction Manager shall make all such records available to the Architect and upon completion of the Project shall deliver them to the Owner. § 2.3.23 The Construction Manager shall arrange for the delivery, storage, protection and security of Owner-purchased materials, systems and equipment that are a part of the Project until such items are accepted by the Contractor or incorporated into the Project, whichever is earlier. § 2.3.24 With the Architect and the Owner's maintenance personnel, the Construction Manager and Commissioning Agent shall observe the Contractors' f nal testing and start-up of utilities, operational systems and equipment. § 2.3.25 When the Construction Manager considers each Contractor's Work ora designated portion thereof substantially complete, the Construction Manager shat 1, jointly with the Contractor, prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. § 2.3.26 The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof, the Construction Manager shall evaluate the completion of the Work of the Contractors and make recommendations to the Architect when Work is ready for final inspection. The Construction Manager shall assist the Architect in conducting final inspections. § 2.3.27 The Construction Manager shall secure from the Contractor(s) and transmit to the Owner warranties and similar submittals required by the Contract Documents after approval of the Architect and shall facilitate the Contractors' delivery of all keys, manuals, record drawings and maintenance stocks to the Owner. The Construction Manager shall forward to the Architect a final Project Application for Payment upon compliance with the requirements of the Contract Documents. § 2.3.28 Duties, responsibilities and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner, Construction Manager, Architect and Contractors. Consent shall not be unreasonably withheld. ARTICLE 3 ADDITIONAL SERVICES § 3.1 GENERAL § 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 14, and they shall be paid for by the Owner as provided in this Agreement, at the hourly rates in Exhibit "D" -Hourly Rates, in addition to the compensation for Basic Services. The Optional Additional Services described under Section 3.3 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.2 are required due to circumstances beyond the Construction Manager's control, the Construction Manager shall notify the Init. AIA Document 8801"CMa -1992. Copyright ©1973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'6~ Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum ezlent possible under the law. This document was / produced by AIA software at 14:24:28 on 01/15/2010 untler Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (1986222679) Owner in writing prior to commencing such services. If the Owner deems that such services described under Section 3.2 are not required, the Owner shall give prompt written notice to the Construction Manager. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Construction Manager shall have no obligation to provide those services and the Owner shall have no obligation to pay for those services. § 3.2 CONTINGENT ADDITIONAL SERVICES § 3.2.1 Providing services required because of significant changes in the Project including, but not limited to, changes in size, quality, complexity or the Owner's schedule, however, an affordable housing project with increased density of 202 new units shall be included in Basic Services. § 3.2.2 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. § 3.2.3 Providing services made necessary by the termination or default of the Architect or a Contractor, by major defects or deficiencies in the W ork of a Contractor, or by failure of performance of either the Owner or Contractor under a Contract for Construction. § 3.2.4 Providing services in evaluating an extensive number of claims, change in conditions, Change Order Requests, Change Directives, and/or Change Orders submitted by a Contractor or others in connection with the Work. § 3.2.5 Providing services in connection with being formally appointed the LEED Project Administrator as defined by the United States Green Building Council; managing the implementation of an Owner Controlled Insurance Program (OCIP); or a public hearing, mediation, or legal proceeding except where the Construction Manager is party thereto. § 3.3 OPTIONAL ADDITIONAL SERVICES § 3.3.1 Providing services relative to future facilities, systems and equipment. § 3.3.2 Providing services to investigate existing conditions or facilities or to provide measured drawings thereof. § 3.3.3 Providing services to verify the accuracy of drawings or other information furnished by the Owner. § 3.3.4 Providing services required for or in connection with the Owner's selection, procurement or installation of furniture, furnishings and related equipment. § 3.3.5 Providing services for tenant improvements. § 3.3.6 Providing any other services not otherwise included in this Agreement. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems, and site requirements. § 4.2 The Owner shall establish and update an overall budget forthe Project based on consultation with the Construction Manager, Contractor, and Architect, which shall include the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. § 4.3 If requested by the Construction Manager, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. § 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner, or such authorized representative, shall render decisions in a timely manner IDit. AIA Document 8901TMCMa -1992. Copyright ®1973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA"` Document is protected by ILS. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil antl criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was i produced by AIA software al 14:24:28 on 01/15/2010 untler Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1986222679) pertaining to documents submitted by the Construction Manager in orderto avoid unreasonable delay in the orderly and sequential progress of the Construction Manager's services. § 4.5 The Owner shall retain an architect whose services, duties and responsibilities are described in the Agreement between Owner and Architect, The Owner shall retain members of the Project Team, using agreements prepared with the involvement and concurrence of the Construction Manager. The Terms and Conditions of the Agreements Between the Owner and Architect, and other members of the Project Team shall be furnished to the Construction Manager and shall not be modified without written consent of the Construction Manager, which consent shall not be unreasonably withheld. The Construction Manager shall not be responsible for actions taken by the Architect. § 4.6 The Owner shall furnish civil engineering, commissioning, materials testing and inspections, surveying, structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. § 4.7 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractors' Applications for Payment or to ascertain how or for what purposes the Contractors have used the money paid by or on behalf of the Owner. § 4.8 The Owner shall fumish the Construction Manager with a sufficient quantity of Construction Documents, and access to adequate space at the Project site with adequate power, access to the intemet, access to a copier/printer and other reasonably requested office furniture. The Construction Manager will provide its employees with cell phones and all other necessary computer hardware and software at its expense. § 4.9 The services, information and reports required by Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Construction Manager shall be entitled to rely upon the accuracy and completeness thereof. § 4.10 Prompt written notice shall be given by the Owner to the Construction Manager, and Project Team members if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. § 4.11 The Owner reserves the right to perform construction and operations related to the Project with the Owner's own forces, and to award contracts in connection with the Project which are not part of the Construction Manager's responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent action will interfere with the Construction Managers ability to perform the Construction Manager's responsibilities under this Agreement. When performing construction or operations related to the Project, the Owner agrees to be subject to the same obligations and to have the same rights as the Contractors. § 4.12 Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Construction Manager's services and the progress of the Work. ARTICLE 5 CONSTRUCTION COST § 5.1 DEFINITION § 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. § 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Contractor and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractors' overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. Init. AIA Document 8801 ^"CMa -1992. Copyright ©1973, 1980 and 1992 by The American InslitWe of Architects. All rights reservatl. WARNING This AIA" Document is protected by U.6. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any 9 portion of it, may result in severe civil and criminal penalties, antl will be prosecuted to the maximum extent possible under the law. This document was / produced by AIA software at 14:24:28 on 01/1512010 under Order No.1000396152_1 which expires on 0422/2010, antl is not for resale. User Notes: (1986222679) § 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, and the Owner's other consultants costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. If any portion of the Construction Manager's compensation is based upon a percentage of Construction Cost, then Construction Cost, for the purpose of determining such portion, shall not include the compensation of the Construction Manager or Construction Manager's consultants. § 5.2 RESPONSIBILITY FOR CONSTRUCTION COST § 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Contractor represent the Construction Manager best judgment as a person or entity familiar with the construction industry. It is recognized, however, that neither the Construction Manager, nor the Owner, nor any other member of the Project Team has control over the cost of labor, materials or equipment, over Contractors' methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the Project budget proposed, established or approved by the Owner, or from any cost estimate or evaluation prepared by the Contractor. § 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Project Team shall be permitted to include contingencies for design, bidding and price escalation, and shall collaborate internally to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to suggest reasonable adjustments in the scope of the Project, and to suggest inclusion of alternate bids in the Construction Documents to adjust the Construction Cost to the fixed limit. Fixed limit of Construction Cost shall be established through the Preconstruction Services process. The fixed limits shall not be increased after passage of the Burlingame bond issue by the voters in November of 2010, if passed. (Paragraph deleted) § 5.2.4 If a fixed limit of Construction Cost is exceeded by the Contractor's GMP estimate of Construction Cost for the Project, the Owner may, at its sole discretion: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; 3 if the Project is abandoned, terminate immediately in accordance with Section 9.6; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. § 5.2.5 If the Owner chooses to proceed under Section 5.2.4.4, the Construction Manager, without additional charge, shall cooperate with the Owner and Project Team as necessary to bring the Construction Cost within the fixed limit, if established as a condition of this Agreement. ARTICLE 6 CONSTRUCTION SUPPORT ACTIVITIES § 6.1 Construction support activities, defined as services made necessary to manage mare than three (3) prime Contractors on a single site in lieu of a single general contractor, when requested in writing by the Owner to facilitate the construction of the Project, if provided by the Construction Manager, shall be Additional Services to the Agreement or governed by separate contractual agreements, as mutually agreed. § 6.2 Reimbursable expenses listed in Article 14 for construction support activities may be subject to trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment which shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be secured. Inlt. AIA Document 8801 ^'CMa -1992. Copyright ®1973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or disMbution of this AtA' Document, or any 1O portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum ezlent possible under the law. This document was ( produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, antl is nol for resale. User Notes: (1986222679) ARTICLE 7 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS § 7.1 The Drawings, Specifications and other documents prepared by the Architect are instruments of the Architect's service through which the Work to be executed by the Contractors is described. The Construction Manager may retain one record set. The Construction Manager shall not own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect, The Drawings, Specifications and other documents prepared by the Architect are owned by the Owner, and copies thereof furnished to the Construction Manager, are for use solely with respect to this Project. They are not to be used by the Construction Manager on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner. The Construction Manager is granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents appropriate to and for use in the pertormance of the Construction Manager s services under this Agreement. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Owner's copyright or other reserved rights. § 7.3 Termination. Upon any termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the Construction Manager pursuant to this Agreement shall become the property of the Owner for its purposes as it deems necessary on this project. ARTICLE 8 DISPUTE RESOLUTION (Paragraph deleted) § 8.1 Both parties agree to non-binding mediation as a condition precedent to litigation to resolve any contractual dispute by submitting the dispute to a mutually agreeable mediation group. Mediation will take place in Aspen, Colorado, using one mutually acceptable mediator. If mediation fails, the jurisdiction and venue of any suit to enforce the terms of this Agreement shall lie in Pitkin County, Colorado. Should either party to this agreement bring suit to enforce this agreement, the prevailing party shall be awarded recovery of its costs, expenses and reasonable attorney fees. A prevailing party is a party that shall have obtained a final judgment or order no longer subject to appeal and meets the definition of prevailing party under Colorado law. In the event of a settlement before final adjudication, each party shall bear its own respective cost, expenses and attorney fees unless otherwise agreed. (Paragraphs deleted) ARTICLE 9 TERMINATION, SUSPENSION OR ABANDONMENT § 9.1 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. The non-performing party shall be given written notice specifying the nonperformance and shall be given seven days to begin to cure said nonperformance, and continue to cure said nonperformance, as a condition precedent to termination. In the event of termination for any reason not the fault of the Construction Manager, the Construction Manager shall be compensated for services performed prior to notice of termination, and associated Reimbursable Expenses then due. If a termination by the Owner is subsequently determined to be wrongful, such termination shall automatically be converted to a termination for the Owner's convenience. § 9.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Construction Manager shall be compensated for services performed prior tc notice of such suspension. When the Project is resumed, the Construction Managers compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Construction Manager's services. § 9.3 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Construction Manager in the event that the Project is permanently abandoned. If the Project is abandoned Init AIA Document 8801 ^'CMa - 1992. Copyright ®1973, 1980 and 1992 by The American Institute of Architects. All rights reservetl. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA'" Document, or any 11 portion of i[, may result in severe civil and criminal penalties, antl will be prosecuted to the maximum extent possible under the law. Tnis document was t produced by AIA software al 14:24:28 on 01/15/2010 under Ortler No.1000396152_7 which expires on 04/22/2010, and is not for resale. User NOtes: (1986222679) by the Owner for more than 90 consecutive days, the Construction Manager may terminate this Agreement by giving written notice. § 9.4 Failure of the Owner to make payments to the Construction Manager of undisputed amounts properly due in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. § 9.5 If the Owner fails to make payment of undisputed amounts when propedy due the Construction Manager for services and expenses, the Construction Manager may, upon seven days' written notice to the Owner, suspend pertormance of services under this Agreement. Unless payment in full is received by the Construction Manager within seven days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Construction Manager shall have no liability to the Owner for delay or damage caused to the Owner because of such suspension of services. § 9.8 The Owner may terminate this Agreement for the Owner's sole convenience, for any reason or no reason. In the event of termination by the Owner for any reason not the fault of the Construction Manager, the Construction Manager shall be compensated for services performed prior to notice of termination, and associated Reimbursable Expenses then due. § 9.6.1 Notwithstanding the above, in the event the voters in the City of Aspen do not approve the bond question anticipated to be on the ballot November of 2010, this Agreement will be terminated for the Owner's convenience and no subsequent Suspension or Termination Expenses or fees will be due or will accrue from the Owner to the Construction Manager. § 9.7 The Owner reserves the right to reduce the scope of the Project for its convenience, in which event the Construction Manager's compensation shall be equitably adjusted. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 Unless otherwise provided, this Agreement shall be governed by the law of the place where the Project is located. § 10.2 Terms in this Agreement shall have the same meaning as those in the modified edition of AIA Document A295-2008, General Conditions of the Contract for Integrated Project Delivery, incorporated herein. § 10.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued based on the applicable statutes of limitations in force at the date of signing of this Agreement. § 10.4 Waivers of Subrogation. The Owner and Construction Manager waive all rights against each other and against the Contractors, Architect, consultants, agents and employees of any of them, for damages, but only to the extent covered by property insurance during construction, except such rights as they may have to the proceeds of such insurance as set forth in the modified edition of AIA Document A295-2008, General Conditions of the Contract for Integrated Project Delivery. The Owner and Construction Manager each shall require similar waivers from their Contractors, Architect, consultants, agents, and persons or entities awarded separate contracts administered under the Owner's own forces. AIA Document 0801 TMCMa -1997. Copyright ®1973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Init. Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA' Document, or any 12 poKion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extant possible under the law. This document was / produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152 1 which expires on 04/22/2010, end is not for resale. User NOtes: (1986222679) § 10.5 The Owner and Construction Manager, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Construction Manager shall transferor assign this Agreement without the written consent of the other. Sub-Contracting, if authorized, shall not relieve the Construction Manager of any of the responsibilities or obligations under this agreement. Construction Manager shall be and remain solely responsible to the Owner for the acts, errors, omissions or neglect of any subcontractors, officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee of the Construction Manager to the extent of the subcontract. The Owner shall not be obligated to pay or be liable for payment of any sums due which may be due to any sub-contractor. § 10.6 This Agreement represents the entire and integrated agreement between the Owner and Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 10.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Construction Manager. § 10.7.1 This agreement has been created jointly and ambiguity cannot be construed against either party. § 10.8 Unless otherwise provided in this Agreement, the Construction Manager and the Construction Manager's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. § 10.9 The Construction Manager shall have the right to discuss the project, and the Construction Manager's involvement in the project, with current, future or prospective clients, and/or in its promotional material. The Construction Manager will be referenced in all publicity generated by the Owner. § 10.10 No construction is permitted on Sundays, during the Food and Wine Festival in June (Friday through Sunday), Memorial Day weekend, 4'h of July day and/or weekend if it falls on a Friday or Monday, Labor Day weekend, Thanksgiving day, and Christmas week (12/25-1/1). § 10.11 Tax-Exemption. All purchases of supplies, construction or building materials shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. The Owner's State of Colorado tax identification number is 98-04557. The Owner's Federal Tax Identification Number is 84-6000563. § 10.12 Covenant Against Contingent Fees. The Construction Manager warrants that s/he has not employed or retained any company or person, other than a bona fide employee working for the Construction Manager, to solicitor secure this contract, that s/he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. § 10.13 Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in, or be construed as establishing an employment relationship. Construction Manager shall be, and shall pertorm as, an Independent Contractor who agrees to use his or her best efforts to provide the said services on behalf of the Owner. No agent, employee, or servant of Construction Manager shall be, or shall be deemed to be, the employee, agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Construction Manager. None of the benefits provided by Owner to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from Owner to the employees, agents or servants of Construction Manager. Construction Manager shall be solely and entirely responsible for its acts and for the acts of Construction Manager's agents, employees, servants and subcontractors during the performance of this contract. Construction Manager shall indemnify Owner against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or Inlt. AIA Document 8801 TMCMa-1992. Copyright ©1973, 1980 and 1992 by The American Instl[ute of Architects. All rights reserved. WARNING: This AIAti Document is protectod by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution o(this AIA" Document, or any 13 portion of iq may result in severe civil antl criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was / produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396162_i which expires on 04/22/2010, and is not for resale. User Notes: (1986222679) required under unemployment insurance, social security and income tax law, with respect to Construction Manager and/or Construction Manager's employees engaged in the performance of the services agreed to herein. § 10.14 Indemnification: § 10.14.1 Construction Manager agrees to indemnify and hold harmless the Owner, its officers, employees, insurers, and self-insurance pool (the "Owner Indemnitees"), from and against all liability, claims, and demands, on account of injury, loss, or damage, including vyithout limitation Gaims arising from bodily injury, personal injury, sickness, disease, death, property loss or property damage, or any other loss of any kind whatsoever, including reimbursement of attorneys' fees and costs, which arise out of or are connected with this contract, but only to the extent that such injury, loss, or damage is caused by the acts, omissions, errors, professional errors, mistake, negligence, or other fault of the Construction Manager, or anyone for whom it is liable or which arises out of any Worker's Compensation claim of any employee of the Construction Manager or of any employee of any subcontractor of the Construction Manager. The Construction Manager shall reimburse the Owner for the defense costs, including attorneys' fees, incurred by the Owner in connection with any such liability, claims, or demands, of the Construction Manager, its officers, or its employees or anyone for whom it is liable. In such event, the Construction Manager shall reimburse the Owner for that portion of anyjudgment, damages or loss, including attorneys' fees and costs, attributable to such acts, omissions, or otherfault of the Construction Manager, its officers, or employees, or anyone for whom it is liable. § 10.15 Completeness of Agreement. It is expressly agreed that this agreement contains the entire undertaking of the parties relevant to the subject matter thereof and there are no verbal or written representations, agreements, warranties or promises pertaining to the project matter thereof not expressly incorporated in this writing. § 10.16 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certif ed mail return receipt requested, or in accordance with Section 12.2 of A295 - 2008 General Conditions, to: Owner: City Manager City of Aspen 130 South Galena Street Aspen, Colorado 81611 Construction Manager: Peter Knowles Peter. knowlesCa)us. db.com Rider Levett Bucknall 1621 Eighteenth Street, Suite 255 Denver, Colorado 80202 Phone: (720)904-1480 Fax: (720) 9041481 § 10.17 Non-Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this contract. Construction Manager agrees to meet all of the requirements of Owner's municipal code, Section 13-98, pertaining to non-discrimination in employment. § 10.18 Waiver. The waiver by the Owner of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of this Agreement can be waived except by the written consent of the Owner. Forbearance or indulgence by the Owner in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be pertormed by Construction Manager to which the same may apply and, until complete performance by Construction Manager of said term, covenant or condition, the Owner shall be entitled to invoke any remedy available to it under this Agreement or bylaw despite any such forbearance or indulgence. INt AIA Document 8801TMCMa -1992. Copyright ®1973, 1980 and 1992 by The American Institute of Architects. All rights reservetl. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAA Document, or any 14 portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under [he law. This document was / produced by AIA software at 14:24:28 on Oi/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1986222679) § 10.19 Execution of Agreement by Owner. This agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, this Agreement in excess of twenty-five thousand dollars ($25,000.00) shall not be binding upon the Owner unless duly executed by the Mayor of the City of Aspen, or a duly authorized official in his absence, following City Council approval. § 10.20 Illegal Aliens -CRS 8-17.5-101 & 24-76.5-101 (a) Purpose. During the 2006 Colorado legislative session, the Legislature passed House Bills 06-1343 (subsequently amended by HB 07-1073) and 06-1023 that added new statutes relating to the employment of and contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions, including the Owner, from knowingly hiring an illegal alien to perform work under a contract, or to knowingly contract with a subcontractor who knowingly hires with an illegal alien to perform work under the contract. The new laws also require that all contracts for services include certain specific language as set forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this new law. (b) Definitions. The following terms are defined in the new law and by this reference are incorporated herein and in any contract for services entered into with the Owner. "E-verify program" means the electronic employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. "Department program" means the employment verification program established pursuant to Section 8-17.5-102(5)(c). "Public Contract for Services" means this Agreement. "Services" means the furnishing of labor, time, or effort by a Contractor or a subcontractor not involving the delivery of a specific end product other than reports that are merely incidental to the required pertormance. (c) By signing this document, Construction Manager certifies and represents that at this time: (i) Construction Manager shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services; and (ii) Construction Manager has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not illegal aliens. (d) Construction Manager hereby confirms that: (i) Construction Manager shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. (ii) Construction Manager shall not enter into a contract with a subcontractor that fails to certify to the Construction Manager that the subcontractor shall not knowingly employ or contract v~ith an illegal alien to perform work under the Public Contract for Services. (iii) Construction Manager has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract AIA Document 6801 `•CMa-1992. Copyright ®1973, 1980 and 1992 by Tha American Institute of Architects. All righU reserved. WARNING: This AIA' IDiI. Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any 15 portion of it, may result in severe civil and criminal penalli¢s, and will ba prosecuted to the maximum extent possible under the law. This document was / produced by AIA software al 14:24:28 on 01/15/2010 under Ober No.1000396152_7 which expires on 04/22/2010, and is not for resale. User NOtes: (1986222679) for services through participation in either the a-verify program or the department program. (iv) Construction Manager shall not use the either the a-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. (v) If Construction Manager obtains actual knowledge that a subcontractor performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien, Construction Manager shall: (1) Notify such subcontractor and the Owner within three days that Construction Manager has actual knowledge that the subcontractor is employing or subcontracting v~ith an illegal alien; and (2) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not stop employing or contracting with the illegal alien; except that Construction Manager shall not terminate the Public Contract for Services with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (vi) Construction Manager shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. (vii) If Construction Manager violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this Agreement is so terminated, Construction Manager shall be liable for actual and consequential damages to the Owner arising out of Construction Manager's violation of Subsection 8-17.5-102, C.R.S. § 10.22 General Terms. (a) It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. (b) If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. ARTICLE 11 INSURANCE § 11.1 CONSTRUCTION MANAGER'S LIABILITY INSURANCE §11.1.1 Construction Manager's Insurance (a) Construction Manager agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Construction Manager pursuant to the indemnification provision. Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. The Construction Manager shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to its indemnification obligation by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance insufficient amounts, duration, or types. (b) Construction Manager shall procure and maintain, and shall cause any subcontractor of the Construction Manager to procure and maintain, the minimum insurance Init. AIA Document 8801 TMCMa -1992. Copyright m 1973, 1980 and 1992 by The American Institute of Architects. All dghts reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or tlistribution of this AIA" Documenq or any 11) portion of it, may result In severe civil antl criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was / produced by AIA software al 14:24:28 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1986222679) (iv) Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1.000.0001 each claim and ONE MILLION DOLLARS ($1.000.000) aggregate. (c) The General liability and automobile liability Dolicies reauired in Sections 11.1.1.ii (d) The Certificate of Insurance Drovided by the Construction Manaoer shall be completed by the Construction Manager's insurance anent as evidence that Dolicies orovidino the (f) Owner reserves the right to request and receive a certified cocv of any Dolicv and env endorsement thereto. Additions and Deletions Report for AIA Document 6891 "'CMa-1992. Copyright ©1973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.B. Copyright law and International Treaties. Unauthorized reproduction or distribution of 17 this AIA` Document, or any portion of it, may result in severe civil and criminal penalties, antl will be prosecu[etl to the maximum extent possible under the law. This document was produced by AIA software at 14:24:28 on 01/152010 under Order No.1000396152_1 which expires on 04/22/2010, antl is not for resale. User NOtes: (1986222679) and completed operations. The Dolicy shall contain a severability of interests provision and a waiver of subrogation in favor of the Owner. shall contain a severability of interests provision and a waiver of subrogation in favor of the Owner. Construction Manager shall be solely responsible for env deductible losses under env Dolicv reauired above. (e) Failure on the Dart of the Construction Manager to procure or maintain Dolicies Construction Manaoer to Owner upon demand. or Owner may offset the cost of the premiums against monies due to Construction Manaoer from Owner. 6 11.2 The parties hereto understand and agree that Owner is relying on, and does not waive or intend to available to Owner. its officers. or its employees. 611.3 Owner's Insurance. The Darties hereto understand that the Owner is a member of the Colorado representations whatsoever with respect to specific coverages offered by CIRSA. Owner shall provide Construction Manager reasonable notice of env chances in its membership or participation in CIRSA. C ..1«:..... C ...1 ...... v ....... ..A..-.. al...., a,. al... \IL...L :a....lF 6,.,......... ,.F:«'..... a ,.. d~..a...,.a:..« ,.F a..«..:41e ~ 1 A «..t.. 1.-.....-C ..............la:...- a -...... ..-..-. d:-... PAGE 18 § 12.2.1.2 Expense of reproductions, postage, express deliveries, electronic facsimile transmissions and handling of Drawings, Specifications and other deecRneBts documents. but only when such documents are needed from the Construction Manager for the Owner's construction procurement process. The Owner and Proiect Team will furnish the Construction Manager with six (61 complete sets of documents for each Proiect at no charge. The Construction Manaoer has included other costs of this type in its Fees. § 12.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rate rates for non-exempt employees. § 12.2.1.4 Expense of additional insurance coverage or limits requested by the Owner in excess of that ---°'"• °°-'°a'-- •~° ~'°°°•-°..:°° ""°°°°-specified in this Agreement. § 12.3.3 If and to the extent that the time initially established in Exhibit "B" -Proiect Schedule or in Section 13.5.1 of this Agreement is exceeded or extended through no fault of the Construction Manager, Adtlitfons antl Deletions Report ror AIA Document 8801 TMCMa - 1992. Copyright®1973, 1980 and 1992 by The American Institute of Architects. All rights reservetl. WARNING: This AIA` Document is protectetl by U.S. Copyright Law and International Treaties. Unauthoriietl reprotluc[ion or tlistribution of 18 this AIA'" Document, or any portion of it, may result in severe civil antl criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:2428 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOlas: (196fi222679) compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 13.3.1. ~...,...,.... ~,~.,..,._......,,,._.. ~a_,,:.,..__.,._.:_..., r . ........... ............. r.,...., ...,,.,.,...~. ,Q PAGE 19 § 12.5.1 No deductions shall be made from the Construction Manager's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors, or on account of the cost of changes in Work other than those for which the Construction Manager has been €eaed-te-be lieblaadjudicated as liable for or agreed to in writing. § 13.1 AN INITIAL PAYMENT of ($-Zero ($ 101 )shall be made upon execution of this Agreement and credited to the owners account at final payment. rt__._. ~_..:.. ,,r,._...,_,._.....:,._ :_a„a:__ ...:_..r...,.a ......... .... .:_r_,. __ _,._,.,._.,.,.,.,. ~On the basis Of a SIIDUIated ~_' sum for each Dhase of service listed below. Concentualization Phase Fees: $ 26,400.00 Criteria Desim Phase Fees: $ 39,600.00 Detailed Design Phase Fees: $ 143,000.00 Plus reimbursable expenses estimated at: $ 92.400.00 Total Contract Ton Set: $30 L400.00 Implementation Documents Phase: Not included at this time, maybe added by addendum at a later date D°~ ~'°°°'•••°«'°- °'-°°° °°~'°°^:"onstruction Phase Services: Not included at this time. Mav be added by addendum at a later date. Closeout Phase: Not included a[ this time. may be added by addendum a[ a later date See also: Exhibit "B" - "Rider Levett Bucknall Pronosal Program Manager /Owner's Aden[ Burlingame Ranch Phase II" dated November 13. 2009 attached hereto and incomorated herein by reference PAGE 20 See Exhibi[ "B" - "Rider Levett Bucknall Proposal Program Manager /Owner's Agen[ Burlingame Ranch Phase II" dated November 13.2009 attached hereto and incorporated herein by reference. Atltlitions antl Deletions Report for AIA Dowmenl 8801 °CMa -199T. Copyright ®1973, 1980 and 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA°' Document is pro[ectetl by U.a. Copyright Law and International Treaties. Unauthorized reproduction or distribution of 19 this AIA"` Document, or any portion of it, may result in severe civil antl criminal penalties, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1986222679) § 13.4.1 FOR REIMBURSABLE EXPENSES, as described in Section 12.2, and any other items included in Article 14 as Reimbursable Expenses, a multiple of one and ten hundredths ( 1.10 )times the expenses incurred by the Construction Manager and the Construction Manager's employees and consultants in the interest of the Project. § 13.5.1 IF THE BASIC SERVICES covered by this Agreement have not been completed within (--~ events-Fivell (75 ) davs after Substantial Completion. through no fault of the Construction Manager, extension of the Construction Manager's services beyond that time shall be compensated as pr:,::;:;,;::: °°°~'°°° ".'.° °_a t ~.'.'.^alculated using Exhibit "C" -Schedule of Pavments. § 13.5.2 Payments are due and payable thirty( 30 )days from the date of the Construction Manager's invoice. Amounts unpaid this! ( 30 )days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. °~e-8% per annum. comp ounded annually .. ~. ~ .....................~»........, .............. ~d........b . ~1».. ~... ~.......»~.. ~.. ...... ~.......~.....». ~..... ....~ . ~....~ § 13.5.3 The hourly rates aed-zm~42iple~set forth for Additional Services in Exhibit "D"-Hourly Rates shall be annually adjusted in accordance with normal salary review practices and increases in overhead of the Construction Manager and will not exceed once per vear. or represent more than a 3% increase in anv single vear § 14.1 . The Owner shall endeavor to communicate with the Proiect Team only through or in the presence of the Construction Manager, or to coov the Construction Manager on all communications. except in an emergency endangering life or orooertv. in order to maintain clear and coordinated communications between the Construction Manager. Architect, Contractor, and the Owner provide notice and full information to the Owner as soon as circumstances permit. & 14.3 If the Construction Manaoer wishes to make a claim for an increase in its Fee, or an extension in the date for Completion of Basic Services. it shall dive the Owner written notice thereof within a reasonable time, before proceeding to execute anv Work. § 14.4 The Owner, without invalidating this Agreement, may order changes in the Proiect within the Atltlitlons antl Deletions Report for AIA Document 8801 "'CMa -1992. Copyllghl ®1973, 1980 antl 1992 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorizetl reproduction or tlistribution of 20 this AIA° Document, or any portion of it, may result in severe civil and criminal penalties. and will be prosecutetl to the maximum extent possible under the law. This Document was produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152_i which expires on 04/22/2010, and is not for resale. User Notes: (1986222679) general scone of this Agreement consisting of additions, deletions or their revisions. The Construction Manager's compensation and Project schedule may be equitably adjusted for delays in the schedule not the cause of the Construction Mananer, or a significant chance in the Project. S 15.1 LIMITS ON INSURANCE Type of Insurance See Section 11.1 Above. PAGE 21 OWNER City of Aspen Michael C. Ireland. Mayor Limit of IlabiHty ~~ NA See Section 11.1 Above. CONSTRUCTION MANAGER Rider Levett Bucknall Peter Knowles. Executive V.P. (Rrinte ~nanre Atltlltlons antl Deletions Report for AIA Document B801 ""CMa -1994. Copyright ®1973, 1980 end 1992 by The American Institute of Architects. All rlghta reservetl. WARNING: This AIA` Document is protected by U.B. Copyright law antl International Treaties. Unauthorized reproduction or distribution of 21 this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:24:28 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, antl is not for resale. User NOtes: (1986222679) Certification of Document's Authenticity AIA®Document D401 T *1- 2003 I, Janet Lawler McDaniel, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultantxtuslywirh its associated Additioms and Deletions Report end Otis certification at 14:24:28 tm 01/15/2010 under Order No. 1000396152_1 from AIA Contras Documents software and that in preparing the attached final document I made nG changes to the original text of AIA® Document BSO1TMCMa -1992 - Standard Form of Agreement Bt:twcen Owner and Consttvction Manager where the ConsttTUtion Mmagtr is NOT a Conswctor, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) /~15~201 D (Da AIA DooumaM D401 ° - 2003. Copyd9M O 1982 and 2003 by TM Amarkan InatlbM of AmNMW. All riahM twnatl. WARNING: This AIA® Document Is proteetetl by U.S. Copyright Law and Inlernatbnel Treatise. Unauthorized reproduelbn or tlietdbution of this AIA® Goeument, or any poRbn of a, may result In severe <Nil and criminal penalties, and will be prosecuted to the maximum eztanl possible uMer the law. TNa document was pmducad lryAlA aoawere al 14:24:28 on 01/15/2010 under Order No.1000398152_t whictl ezpim an 092N2010, and Is not for raeale. Utar Notaa: (1888222879) T =_= IA Document A295r" - 2008 General Conditions of the Contract for Integrated Project Delivery for the following PROJECT: Burlingame Ranch -- Phase II Harmony Road Aspen, Colorado THE OWNER: City of Aspen 130 South Galena Street Aspen, Colorado 81611 THE ARCHITECT: OZ Architecture 1805 29"' Street, Suite 2054 Boulder, CO 80301 Phone: (303)449-8900 Fax: (303)449-3886 Contact: Eduardo Illanes eillanes@ozarch.com ADDITIONS AND DELETIONS: The author of this document has atlded information neetled for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes adtletl information as well as revisions [o the standard form text is available from the author and shoultl be reviewed. A vertical line in the left margin of this document indicates where the author has adtletl necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. THE CONTRACTOR: TBD THE CONSTRUCTON MANAGER: Rider Levett Buclaall 1621 Eighteenth Street, Suite 255 Denver, CO 80202 Phone: (720)904-1480 Fax: (720)904-1481 Contact: Peter Knowles Peter.knowlesla~us.rlb.com THE COMMISSIONING AGENT: TBD Init AIA Document A295TM-2008. CopydgM®2008 byThe Amedwnlnstitute of Architects. All rights resarvesd.WARNING: This AlA®Document is protected by U.S. Copyright law antl International Treaties. Unauthorized reproduction or tlistdbution or this AIA Document, or any portion of it, may rasua in severe civil and criminal panahles, and will be prosecutetl to the maximum extent possible under the law. This document was protluced by AlA Software at / 13:35:01 on 01/75/2070 untler Order No.7000396752_t which expires on 04/22/2010, and is not for resale. User NOtea: (1902864999) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 ARCHITECT 4 CONTRACTOR 5 CONCEPTUALIZATION PHASE 6 CRITERIA DESIGN PHASE 7 DETAILED DESIGN PHASE 8 IMPLEMENTATION DOCUMENTS PHASE 9 CONSTRUCTION PHASE 10 CLOSEOUT PHASE 11 INSURANCE AND BONDS 12 MISCELLANEOUS PROVISIONS 13 CLAIMS AND DISPUTES Inlt AIA Document A285"'-3009.Copyright®2008 by The Amedcan lnstitule of Arohitects. All rights roservetl.WARNING: This AIA`DOCUment is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or tllatdbutlon of this AIA® Document, or any portion of it may resu9 in 2 severe civil and criminal penalties, antl will be prosecuted to the maximum extant possible under the law. This document was produced by AlA aot7ware at / 73:35:07 on 07/75/2010 under Order No.1000396152_7 which e~ires on 04!22/2010, and is not for resale. User Notes: (1902864999) INDEX (Numbers and Topics in Bold aze Section Headings) Acceptance of Nonconforming Work 9.23.6.6, 9.23.8.3, 9.25.3 Acceptance of Work 9.23.6.6, 9.23.8.3, 9.25.3, 10.1.4, 10.2.1, 10.2.3, Access to Work 9.16, 9.20.2.1, 9.25.1 Accident Prevention 9.24 Acts and Omissions 9.2, 9.3.4, 9.12.8, 9.18, 9.22.3.1, 9.23.5.1, 9.24.2.5, 9.24.2.8, 9.26.4.1, 12.3.2, 12.6, 13.2 Additional Costs, Claims for 9.7.4, 9.7.5, 9.20.1.1, 9.21.3.7.5, 9.24.3, 13.1.4 Additional Inspections and Testing 9.23.4.2, 9.25.2.1, 10.1.5,12.4 Additional Insured 11.1.4 Additional Time, Claims for 9.2.4, 9.7.4, 9.7.5, 9.10.2, 9.22.3.2, 13.1.5 Administration of the Contract, Architect's 9.1.2, 9.23.4, 9.23.5, 9.26 Aesthetic Effect 9.26.4.4 After Substantial Completion (Correction of Work) 9.25.2.2 Allowances 9.8, 9.21.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 9.21.3.9, 9.23.2, 9.233, 9.23.4, 9.23.5.1, 9.23.6.3, 9.23.7, 10.2, 11.1.3 Approvals 2.1.1,2.2.4,4.2.6,9.1.2,9.10.2,9.12.8,9.12.9, 9.23.3.2, 9.25.2.7, 9.26.5.1, 9.26.5.2, 12.4.1 Arbitration 9.22.3.1, 11.3.10, 13.3.2, 13.4 ARCHITECT 3 Architect, DeSnition of 3.1.1 Architect, Extent of Authority 3.1, 9.12.7, 9.19.2, 9.20.3, 9.21.1.2, 9.21.3.7, 9.21.4, 9.23.2, 9.23.3.1, 9.23.4, 9.23.5, 9.23.6.3, 9.25.1, 9.25.2.1, 9.25.2.7, 9.26, 10.1, 10.2.1, 10.2.3, 12.4.1, 12.4.2, 13.1.3, 13.2.1 Architect, Limitations of Authority and Responsibility 2.1.1,3.1.2,3.2.3,4.2.6,9.12.4,9.12.8,9.19.2.1, 9.21.4, 9.23.4.2, 9.23.5.3, 9.23.6.4, 9.26.1, 9.26.2, 9.26.4.1, 9.26.4.2, 9.26.4.4, 9.26.5.2, 13.1.3, 13.2 Architect's Additional Services and Expenses 3.2.3, 9.25.2.2.1, 9.25.2.7, 11.3.1.1, 12.4.2, 12.4.3 Architect's Administration of the Contract 9.1.2, 9.7.4, 9.23.4, 9.23.5, 9.26, 13.2 Architect's Approvals 9.1.2, 9.5, 9.10.2, 9.25.2.7, 9.26.5.2 Architect's Authority to Reject Work 9.5, 9.25.1.2, 9.25.2.], 9.26.4.2 Architect's Copyright 1.3.6, 1.5 Architect's Decisions 9.7.4, 9.20.3, 9.21.3.7, 9.21.3.9, 9.22.1.2, 9.22.3.1, 9.23.2, 9.23.4.1, 9.23.5, 9.23.8.1, 9.26.4.2, 9.26.4.3, 9.26.4.4, 9.26.5.2, 9.26.5.4, 10.1.6, 12.4.2, 13.2, 13.3 Architect's General Services 3.2 Architect's Inspections 9.7.4, 9.23.4.2, 9.23.8.2, 9.26.4.1, 10.1.1, 10.1.5, 10.2.1, 12.4 Architect's Instructions 9.2.4, 9.3.1, 9.26.4.2, 9.26.5.2, 12.4.2 Architect's Interpretations 9.26.4.3, 9.26.4.4 Architect's Relationship with Contractor 1.3.9, 1.5, 3.1.2, 3.1.3, 9.1.2, 9.2.2, 9.2.3, 9.2.4, 9.3.1, 9.4.2,9.5,9.7.4,9.7.5,9.9.2,9.9.3,9.10,9.11,9.12, 9.16, 9.18, 9.19.2, 9.20.2.2, 9.21, 9.22.3, 9.23.2, 9.23.3, 9.23.4, 9.23.5, 9.23.7, 9.23.8, 9.24.2.6, 9.24.3, 9.25, 9.26, 10.1, 11.3.7, 12.3.2, 12.4, 13.2 Architect's Relationship with Subcontractors 1.3.9, 9.23.6.3, 9.23.6.4, 9.26.4.1, 9.26.4.2, 11.3.7 Architect's Representations 9.23.4.2, 9.23.5.1, 10.2.1 Architect's Site Visits 9.7.4, 9.23.4.2, 9.23.5.1, 9.23.8.2, 9.26.4.1, 10.1.1, 10.2.1, 12.4 Asbestos 9.24.3.1 Attorneys' Fees 9.18.1, 9.24.3.3, 10.2.2 Award of Separate Contracts 9.20.1.1, 9.20.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 9.19.2 Basic Definitions 1.3 Before or After Substantial Completion (Correction of Work) 9.25.2.1 Bidding Requirements 11.4.1 Binding Dispute Resolution 9.23.7,11.3.9,11.3.10,13.1,13.2.5,13.2.6.1,13.3.1, 13.3.2, 13.4.1 Boiler and Machinery Insurance 11.3.2 AIA Document A295° - 2008. Copyright ®2008 by The American Institute o(Arohitecis. All rights reservatl. WARNING: Thls AIA° Document is protectetl by Init. U.S. Copyright Law antl International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in 3 severe civil antl criminal penalties, and will be prosecuted to the maximum extent possible under the law. This Document was produced by AlA Software at ) 13:35:01 on 01/15/2010 under Order No.1000396152 t which e~ires on 04/22/2010, and is not for resale. User Notes: (7902864999) Bonds, Lien 9.21.3.7.4, 10.2.2, 10.2.3 Bonds, Performance, and Payment 9.21.3.7.4, 9.23.6.7, 10.2.3, 11.3.9, 11.4 Building Information Model 1.3.5,1.3.8,1.4.2,1.5.1,1.5.2,5.5,7.1,8.2 Building Permit 9.7. ] Capitalization 1.4.4 Certificate of Substantial Completion 10.].5, 10.1.6, ]O.L9 Certificates for Payment 9.23.3.3, 9.23.4, 9.23.5, 9.23.6.1, 9.23.6.6, 9.23.7, 10.1.1,10.2.1,10.2.3,13.1.3 Certificates of Inspection, Testing or Approval 12.4.4 Certificates of Insurance 10.2.2., 11.1.3 Change Orders 1.3.8, 9.4.2, 9.7.4, 9.8.2.3, 9.11, 9.12.8, 9.19.2.3, 9.21.1.2, 9.21.1.3, 9.21.2, 9.21.3.2, 9.21.3.6, 9.21.3.9, 9.21.3.10, 9.22.3.1, 9.23.3.1.1, 9.24.3.2, 9.25.1.2, 9.25.2.7, 10.2.3, 11.3.1.2, 11.3.4, 11.3.9, 13.1.3 Change Orders, Definition of 9.21.2.1 CHANGES IN THE WORK 2.2.2,9.11,9.21,9.21.2.1,9.21.3.1,9.21.4,9.22.3.1, 9.23.3.1.1, 11.3.9 Claims, Definition of 13.1.1 CLAIMS AND DISPUTES 9.2.4, 9.20.1.1, 9.20.3, 9.21.3.9, 9.23.3.3, 9.24.3.3, 10.2.4, 13, 13.4 Claims and Timely Assertion of Claims 13.4.1 Claims for Additional Cost 9.2.4, 9.7.4, 9.20.1.1, 9.21.3.9, 9.24.3.2, 13.].4 Claims for Additional Time 9.2.4, 9.7.4, 9.20.1.1, 9.22.3.2, 9.24.3.2, 13.1.5 Claims for Consequential Damages 13.1.6 Cleaning Up 9.15, 9.20.3 Concealed or Unknown Conditions, Claims for 9.7.4 Claims for Damages 9.2.4, 9.18, 9.20.1.1, 9.22.3.3, 9.23.5.1, 9.23.6.7, 9.24.3.3,11.1.1,11.3.5,11.3.7,13.1.6 Claims Subject to Arbitration 13.3.1, 13.4.1 CLOSEOUT PHASE 10 Commencement of [he Work, Conditions Relating to 2.2.2,8.6,9.2.2,9.4.1,9.7.1,9.10.1,9.12.6,9.19.2.1, 9.19.2.3, 9.20.2.2, 9.22.2.2, 9.22.3.1, 11.1, 11.3.1, 11.3.6, ] 1.4.1, 13.1.4 Commencement of the Work, Definition of 8.6 Communications Facilitating Contract Administration 3.22, 9.9.1 Completion, Conditions Relating to 9.4.1, 9.11, 9.15, 9.22.2, 9.23.4.2, 9.23.8.1, 9.26.4.1, 9.25.2, 10.1, 10.2, 12.6 Completion, Substantial 9.22.1.1, 9.22.].2, 9.22.2.3, 9.23.4.2, 9.23.8.1, 9.25.2, 10.1.1,10.1.2,70.2.3,12.6 Compliance with Laws 1.5.2, 3.1.1, 4.2.6, 9.2.3, 9.6, 9.7, 9.13, 9.23.6.4, 9.24.2.2, 11.1, 11.3, 12.3, 12.4.1, 12.4.2, ]2.5, 13.2.8, 13.4.2, 13.4.3 Concealed or Unknown Conditions 9.7.4, 9.22.3.1, 9.24.3 CONCEPTUALIZATION PHASE 5 Conditions of the Contract 1.3.8, 9.20.1.1, 9.20.1.4 Consent, Written 3.1.2, 9.4.2, 9.7.4, 9.12.8, 9.14.2, 9.23.3.2, 9.23.8.1, 10.1.9,10.2.2,10.2.3,11.3.1,12.1,12.3.2,]3.4.4.2 Consolidation or Joinder 13.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.3.2, 9.20 Construction Change Directive, Definition of 9.21.3.1 Construction Change Directives 1.3.8, 9.4.2, 9.12.8, 9.21.1.1, 9.21.1.2, 9.21.1.3, 9.21.3, 9.23.3.1.1 CONSTRUCTION PHASE 9 Construction Schedules, Contractor's 9.10, 9.12.1, 9.]2.2, 9.20.1.3, 13.1.5.2 Contingent Assignment of Subcontracts 9.19.4 Continuing Contract Performance 13.1.3 Contract, Definition of 1.3.9 Contract Administration 9.1.2, 9.23.4, 9.23.5, 9.26 Contract Awazd and Execution, Conditions Relating to 9.7.1, 9.10, 9.19.2, 9.20.1, 11.1.3, 11.3.6, 11.4.1 Contract Documents, The See Guaranteed Maximum Price Documents, The Contract Sum 9.7.4, 9.8, 9.19.2.3, 9.21.2, 9.21.3, 9.21.4, 9.23.1, 9.23.4.2, 9.23.5.1.4, 9.23.6.7, 9.23.7, 9.24.3.2, 11.3.1, 13.1.4, 13.2.5 Contract Sum, Definition of 9.23.1 Init. AIA Document A295TM -2008. COpyrigh[m 2008 byThe Amedwnlnstitute of Architects. All rights reserved.WARNING: This AlA®DOCUment is protected by U.S. Copyrt9ht Law and International Treaties. Unauthorized reprotludion or distrtbution of this AIA® Document, or any portion of It, may resuk in severe civil antl criminal penakies, antl will ba prosecuted to the maximum extent possible under the law. This document was produced by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000398152 1 which expires on 04/22/2010, and is not for resale. User Notes: (1902864999) Contract Time 9.7.4, 9.7.5, 9.10.2, 9.19.2.3, 9.21.2.1.3, 9.21.3.1, 9.21.3.5, 9.21.4, 9.22.1.1, 9.22.2.1, 9.22.3.1, 9.23.5.1, 9.23.7, 9.24.3.2, 9.25.1.1, 13.1.5.1, 13.2.5 Contract Time, Definition of 9.22.1.1 CONTRACTOR 4 Contractor, Definition of 4.1, 9.20.1.2 Cootractor's Construction Schedules 9.10, 9.12.1, 9.12.2, 9.20.1.3, 13.1.5.2 Contractor's Employees 9.3.4, 9.4.3, 9.8.1, 9.9, 9.18.2, 9.24.2, 9.24.3, 9.26.4.1, 9.26.4.2, 11.1.1, 11.3.7 Contractor's Estimates 4.2.3, 4.2.4, 4.2.5 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 9.12.5, 9.14.2, 9.20, 9.25.1.2, 9.25.2.4, 11.3.7 Contractor's Relationship with Subcontractors 1.4.2, 9.3.4, 9.18.1, 9.18.2, 9.19, 9.23.6.2, 9.23.6.7, 10.2.2,11.3.1.2,11.3.7,11.3.8 Contractor's Relationship with the Architect 1.3.9, 1.5, 3.1.3, 9.1.2, 9.2.2, 9.2.3, 9.2.4, 9.3.1, 9.4.2, 9.5,9.7.4,9.10,9.11,9.12,9.16,9.18,9.19.2, 9.20.2.2, 9.21, 9.22.3.1, 9.23.2, 9.23.3, 9.23.4, 9.23.5, 9.23.7, 9.23.8, 9.24.2.6, 9.24.3, 9.25, 9.26, 10.1, 11.3.7, 12.4, 13.1.2, 13.2.1 Contractor's Representations 9.2.1, 9.2.2, 9.5, 9.12.6, 9.20.2.2, 9.22.2.1, 9.23.3.3, 10.1.4 Contractor's Responsibility for Those Performing the Work 9.3.4, 9.18, 9.19.3, 9.20.1.3, 9.20.2, 9.23.5.1, 9.24.2.8 Contractor's Review of Contract Documents 9.2 Contractor's Right to Stop the Work 9.23.7 Contractor's Right to Terminate the Contract 13.1.6 Contractor's Submittals 9.10, 9.11, 9.12.4, 9.19.2.1, 9.19.2.3, 9.23.2, 9.23.3, 9.23.8.1, 9.26.5.2, 10.1.4, 10.1.5, 10.2.2, 10.2.3, 11.1.3, 11.4.2 Contractor's Superintendent 9.9, 9.24.2.6 Contractor's Supervision and Construction Procedures 1.4.2, 4.2.6, 9.3, 9.4, 9.20.1.3, 9.20.2.4, 9.21.1.3, 9.21.3.5, 9.21.3.7, 9.22.2, 9.24, 9.25, 9.26.2, 9.26.4.1, 9.26.5.2, 13.1.3 Contractual Liability Insurance 11.1.1.8, 11.2 Coordination 1.6, 9.3.1, 9.10, 9.12.6, 9.20.1.3, 9.20.2.1 Copies Famished of Drawings and Specifications 1.5, 9.11 Copyrights 1.5, 9.17 Correction of Work 9.7.3, 9.23.4.2, 9.23.8.1, 9.25.1.2, 9.25.2, 9.25.2.6, 9.25.2.7, 10.1.4, 10.1.5 Correlation and Intent of the GMP Documents 1.4, 9.2.1 Cost, Definition of 9.21.3.7 Costs 9.2.4, 9.7.3, 9.8.2, 9.15.2, 9.19.4.2, 9.20.1.1, 9.20.2.3, 9.21.3.3.3, 9.21.3.7, 9.21.3.8, 9.21.3.9, 9.24.3.2, 9.24.3.6, 9.25.1.2, 9.25.2.1, 9.25.2.4, 9.25.2.7, 10.2.2, 11.3, 12.4 CRITERIA DESIGN PHASE 6 Cutting and Patching 9.14, 9.20.2.5 Damage to Construction of Owner or Separate Contractors 9.14.2, 9.20.2.4, 9.24.2.1.2, 9.24.2.5, 9.24.4, 9.25.2.4, 11.1.1, 11.3 Damage to the Work 9.14.2, 9.23.8.1, 9.24.2.1.2, 9.24.2.5, 9.24.4, 9.25.2.4, 11.3.1 Damages, Claims for 9.2.4, 9.18, 9.20.1.1, 9.22.3.3, 9.23.5.1, 9.23.6.7, 9.24.3.3, I L1.1, 11.3.5, 11.3.7, 13.1.6 Damages for Delay 9.20.1.], 9.22.3.3, 9.23.5.1.6, 9.23.7, 9.24.3.2 Date of Commencement of the Work 8.6 Date of Substantial Completion, Definition of 9.22.1.2 Day, Definition of 9.22.13 Decisions of the Architect 9.7.4, 9.20.3, 9.21.3.7, 9.21.3.9, 9.22.1.2, 9.22.3.1, 9.23.2, 9.23.4, 9.23.5.1, 9.23.8.1, 9.26.4.2, 9.26.4.3, 9.26.4.4, 9.26.5.2, 10.1.6, 12.4.2, 13.1, 13.2 Decisions to Withhold Certitica[ion 9.23.4.1, 9.23.5, 9.23.7 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 9.5, 9.20.2.5, 9.23.5.1, 9.23.5.2, 9.23.6.6, 9.23.8.3, 9.25.2.1, 9.25.2.6, 9.25.2.7, 9.26.4.2, 10.1.4, 10.2.4 Defective Work, Definition of 9.5 Definitions 1.3,2.1.1,3.1.1,4.1.1,9.5,9.12.1,9.12.2,9.12.3, 9.19.1, 9.20.1.2, 9.21.2.1, 9.21.3.1, 9.22.1, 9.23.1, 10.1.2, 13.1.1, Delays and Extensions of Time 9.2,9.7.4,9.19.2.3,9.21.2.1,9.21.3.1,9.21.4,9.22.3, 9.23.5.1, 9.23.7, 9.24.3.2, 9.24.4, 13.1.5, 13.2.5 Init. AIA Document A295TM-2008. COpynght®2008 by The American Institute of Architects. All rl9tns reservead.WARNING: This AlA®DOCUmem is protectetl by U.S. Copyright Law antl International Treaties. Unauthodzetl reprotluction or distribution of this AIA Document, or any portion of it, may result in severe civil antl criminal penalties, and will be prosecutetl to the maximum extent possible antler the law. This document was produced by AIA software at / 13:35:07 on 07/15/2010 under Order Na7000396152_7 which e~ires on 04/22/2070, and is not for resale. User Notes: (7902864999) DETAILED DESIGN PHASE 7 Disputes 9.20.3, 9.21.3.9, 13.1, 13.2 Documents and Samples at the Site 9.11 Drawings, Definition of 1.3.3 Drawings and Specifications, Use and Ownership of 9.11 Effective Date of Insurance 9.22.2.2, 11.1.2 Emergencies 9.24.4, 13.1.4 Employees, Contractor's 9.3.4, 9.4.3, 9.8.1, 9.9, 9.18.2, 9.24.2, 9.24.3.3, 9.26.4.1, 9.26.4.2, 1 l.l.l, 11.3.7 Equipment, Labor, Materials or 1.3.1, 1.3.4, 9.4, 9.5, 9.8.2, 9.8.3, 9.12, 9.13, 9.15.1, 9.19.2.1, 9.20.2.1, 9.21.3.7, 9.23.3.2, 9.23.3.3, 9.23.5.1.3, 9.24.2.1, 9.24.2.4, 9.26.4.2, 9.26.5.2, 10.2.2 Evaluations of the Work 9.26.4 Execution and Progess of the Work 1.3.1, 1.4.1, 1.4.2,2.2.5,4.1,9.3.1,9.4.1,9.5,9.7.1, 9.10.1, 9.12, 9.14, 9.20.2.2, 9.21.1.3, 9.21.3.5, 9.22.2, 9.23.5.1, 9.23.8.1, 9.24.2, 9.24.3, 9.25.2, 9.26, 13.1.3 Extensions of Time 9.2.4, 9.7.4, 9.19.2.3, 9.21.2.1, 9.21.3, 9.21.4, 9.23.5.1, 9.23.7, 9.24.3.2, 9.24.4, 13.1.5, 13.2.5 Failure of Payment 9.23.5.1.3, 9.23.7, 10.2.2, 12.5 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 9.25.3, 9.26.1, 10.1.1, 10.1.4, 10.2, 11.1.2, 11.1.3, 11.3.1, 11.3.5 Financial Arrangements, Owner's 2.2.2, 12.1.2 Fire and Extended Coverage Insurance 11.3.1.1 General Consultation Responsibilities (of Contractor) 4.2 GENERAL PROVISIONS 1 Guaranteed Maximum Price, The 1.3.7 Guaranteed Maximum Price Documents, The 1.3.8, 1.4, 9.19.3 Guarantees (See Warranty) Hazardous Materials 9.24.2.4, 9.243 Identification of Subcontractors and Suppliers 9.19.2.1 Implementation Documents, The 1.3.10 IMPLEMENTATION DOCUMENTS PHASE 8 Indemnification 9.17, 9.18, 9.24.3, 9.24.3.5, 9.24.3.6, 10.2.2, 11.3.1.2, 11.3.7 lnformation and Services Required of the Owner 2.1.5, 2.2, 4.2.6, 9.2.2, 9.12.4, 9.20.1.3, 9.20.1.4, 9.20.2.5, 9.23.6.1, 9.23.6.4, 9.23.8.2, 9.24.3.3, 10.2.3, 11.2,11.4,12.4.1,12.4.2,13.1.3 Initial Decision 13.2 Initial Decision Maker, Definition of 1.3.12 Initial Decision Maker, Decisions 13.2.1,13.2.2,13.2.3,13.2.4,13.2.5 Initial Decision Maker, Extent of Authority 13.1.3,13.2.1,13.2.2,13.2.3,13.2.4,13.2.5 Initial Information 1.2 Injury or Damage to Person or Property 9.24.2.8, 9.24.4 Inspections 9.1.2, 9.3.5, 9.7.1, 9.23.4.2, 9.23.8.2, 9.25.2.1, 9.26.4.1, 9.26.4.2, 10.1.1, 10.1.5, 10.2.1, 12.4 Instructions to the Contractor 9.2.4,9.3.1,9.8.1,9.19.2.1,9.21,9.22.2.2,9.25, 12.4.2 Instruments of Service, Definition of 1.3.6 Insurance 9.8.4, 9.18.1, 9.20.1.1, 9.21.3.7, 9.23.3.2, 9.23.8.1, 10.2.2,11 Insurance, Boiler and Machinery 11.3.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 9.22.2.2, 11.1.2 Insurance, Loss of Use 11.3.3 Insurance, Owner's Liability 11.2 Insurance, Property 9.24.2.5,11.3 Insurance, Stored Materials 9.23.3.2, 11.4.1.4 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.23.8.1, 11.4.1.5 Insurance Companies, Settlement with 11.4.10 Integrated Project Delivery 1.3.13 AIA Document A285"' -2008. Copydght®2008 byThe American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protectetl by Init. U.S. Copyright Law and International Treaties. Unauthorized reprotluction or tlistdbution of this AIA® Document, or any portion of a, may resua in s severe civil and criminal penahies, antl will be prosecuted to the maximum a#ent pouible under the law. This document was produced by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and Is not for resale. User NOtes: (1902864999) Intent of the Contract Documents 1.4.1, 9.21.4, 9.26.5.2, 9.26.4.4 Interest 12.5 Interpretation 1.4.3,1.4.5, 3.1.1, 9.19.1, 9.20.1.2, ]3.1.1 Interpretations, Written 9.26.4.3, 9.26.4.4, 13.1.4 Judgment on Final Awazd 13.4.2 Labor and Materials, Equipment 1.3.1, 1.3.4, 9.1.2, 9.4, 9.5, 9.8.3, 9.12, 9.15.1, 9.19.2.1, 9.20.2.1, 9.21.3.7, 9.23.3.2, 9.23.3.3, 9.23.5.1.3, 9.24.2.1, 9.24.2.4, 9.26.4.2, 9.26.5.2, 10.1.4, 10.2.2 Labor Disputes 9.22.3.1 Laws and Regulations 1.5,3.1.1,3.2.4,3.2.5,4.2.1,4.2.2,4.2.6,9.2.3,9.6, 9.7, 9.13, 9.23.6.4, 9.23.8.1, 9.24.2.2, 11.1.1, 11.3, 12.3,12.4.1,12.4.2,12.5,13.2.8,13.4 Liens 2.1.5, 9.23.3.3, 10.2.2, 10.2.4, 13.2.8 Limitations, Statutes of 9.25.2.5, 12.6, 13.4.1.1 Limitations of Liability 4.2.6, 9.2.2, 9.5, 9.17, 9.18.1, 9.20.2.2, 9.23.4.2, 9.23.6.4, 9.23.6.7, 9.24.2.5, 9.24.3.3, 9.25.2.5, 9.25.2.6, 9.26.4.2, 9.26.4.4, 9.26.5.2, 11.1.2, 11.2, 11.3.7, 12.3.2 Limitations of Time 2.1.5,2.2,9.2.2,9.10,9.11,9.12.5,9.15.1,9.19.2, 9.19.3, 9.19.4.1, 9.20.2.4, 9.21.3, 9.21.4, 9.22.2, 9.23.2, 9.23.3.1, 9.23.3.3, 9.23.4.1, 9.23.5, 9.23.6, 9.23.7, 9.23.8, 9.25.2, 9.25.2.7, 9.26.5.2, 10.1, 10.2, 11.1.3,11.3.1.5,11.3.6,71.3.10,12.4,12.6 Loss of Use Insurance 11.33 Material Suppliers 1.5, 9.12.1, 9.19.2.1, 9.23.3, 9.23.4.2, 9.23.6, 9.26.4.2, 10.2.5 Materials, Hazardous 9.24.2.4, 9.243 Materials, Labor, Equipment and 1.3.1, 1.3.4, 1.5, 9.4.1, 9.5, 9.8.3, 9.12, 9.13, 9.15.1, 9.19.2.1, 9.20.2.1, 9.21.3.7, 9.23.3.2, 9.23.3.3, 9.23.5.1.3, 9.24.2.1.2, 9.24.2.4, 9.26.4.2, 9.26.5.2, 10.1.4, 10.2.2 Means, Methods, Techniques, Sequences and Procedures of Construction 4.2.6, 9.3.1, 9.23.4.2, 9.26.2, 9.26.5.2, Mechanic's Lien 2.1.5, 13.2.8 Mediation 9.22.3.1, 9.24.3.5, 9.24.3.6, 13.2.1, 13.2.5, 13.2.6, 13.3, 13.4.1 Minor Changes in the Work 1.3.8,9.12.8,9.21.1,9.21.4 MISCELLANEOUS PROVISIONS 12 Moditcafions, Definition of 1.3.8 Modifications to the Contract 1.3.8, 1.3.9, 3.1.2, 9.11, 9.19.2.3, 9.21, 9.22.3.1, 9.23.7, 9.24.3.2, 9.26.1, 11.3.1 Mutual Responsibility 9.20.2 Nonconforming Work, Acceptance of 9.23.6.6, 9.23.8.3, 9.25.3 Nonconforming Work, Rejection and Correction of 9.5, 9.20.2.4, 9.23.5.1, 9.23.8.3, 9.25.2.1, 9.25.2.6, 9.25.2.7, 9.26.4.2, 10.1.4, 10.2.4 Notice 2.2.2,9.2.4,9.3.1,9.7.2,9.12.9,9.19.2.1,9.23.7, 9.24.2.2, 9.25.2.2.1, 9.25.2.6, 9.25.2.7, 10.2, 11.1.3, 11.4.6, 12.2, 12.4.1, 12.4.2, 13.2.8, 13.4.1 Notice, Written 4.2.6, 9.3.1, 9.9.2, 9.12.9, 9.19.2.1, 9.23.7, 9.24.2.2, 9.24.3, 9.25.2.2.1, 9.25.2.6, 9.25.2.7, 10.2, 11.1.3, 11.3.6,12.2, 13.2.8, 13.4.1 Notice of Claims 9.7.4, 9.24.2.8, 13.1.2, 13.4 Notice of Testing and Inspections ]2.4.1, 12.4.2 Observafions, Connactor's 9.2, 9.7.4 Occupancy 2.2.4, 9.23.6.6, 10.1, 11.3.1.5 Orders, Written 1.3.8, 7, 9.9.2, 9.22.2.2, 9.25.1, 9.25.2.2.1, 9.25.2.6, 11.3.9, 12.4.2 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.5, 2.2, 4.2.6, 9.2.2, 9.20.1.3, 9.20.1.4, 9.20.2.5, 9.23.3.2, 9.23.6.1, 9.23.6.4, 9.23.8.2, 9.24.3.3, 10.2.3, 11.2,11.3,12.4.1,12.4.2,13.1.3 Owner's Authority 1.5,2.1.1,3.1.2,3.1.3,4.2.6,9.4.2,9.8.1,9.14.2, 9.19.2.1, 9.19.2.4, 9.]9.4, 9.20.1, 9.20.3, 9.21.2.1, 9.21.3.1, 9.22.2.2, 9.22.3.1, 9.23.3.1, 9.23.3.2, 9.23.5.1, 9.23.6.4, 9.23.8.1, 9.24.3.2, 9.25.2.2, 9.25.2.6, 9.25.2.7, 9.25.3, 10.1.1, 10.2.2, 11.1.3, 11.3.3, 11.3.10, 12.1.2, 13.2.7 Owner's Budget for the Work 1.3.11 Owner's Financial Capability 2.2.2, 12.1.2 Owner's Liability Insurance 11.2 AIA Document A2951O -2008. Copyright 02008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protectetl by Init. U.S. Copydght Law and Intematlonal Treaties. Unauthonzetl reproduction or disldbution of this AIA® Document, or any portion of a, may result in 7 severe civil antl criminal penalties, antl will be prosecutetl to the maximum extent possible antler the law. This document was produced by AIA software at / 13:35:07 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) Owner's Loss of Use Insurance 11.3.3 Owner's Relationship with Subcontractors 1.3.9, 9.19.2, 9.19.3, 9.19.4, 9.23.6.4, 10.2.2 Owner's Right to Carry Otd the Work 9.25.2.7 Owner's Right to Clean Up 9.20.3 Owner's Right to Perform Construction and to Award Separate ContraMs 9.20.1 Owner's Right to Stop the Work 9.25.2.6 Partial Occupancy or Use 9.23.6.6, 9.23.8, 11.3.1.5 Patching, Cutting and 9.14, 9.20.2.5 Patents 9.17 Payment, Applications for 9.21.3.7, 9.23.2, 9.233, 9.23.4, 9.23.5, 9.23.6.3, 9.23.7, 10.1.9, 10.2.1 Payment, Certificates for 9.23.3.3, 9.23.4, 9.23.5, 9.23.6.1, 9.23.6.6, 9.23.7, 10.1.1,10.2.1,10.2.3,12.6 Payment, Failure of 9.23.5.1.3, 9.23.7, 10.2.2, 12.5 Payment, Final 9.25.3, 9.26.1, 10.1.1, 10.1.4, 10.2, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.6 Payment Bond, Performance Bond and 9.21.3.7.4, 9.23.6.7, 10.2.3, 11.4, 11.4.9 PAYMENTS 9.23 Payments, Progress 9.23.3, 9.23.6, 10.1.9, 10.2.3, 12.5, 13.1.3 Payments to Subcontractors 9.19.4.2, 9.23.5.1.3, 9.23.6.2, 9.23.6.3, 9.23.6.4, 9.23.6.7, 11.4.8 PCB 9.24.3.1 Performance Bond and Payment Bond 9.21.3.7.4, 9.23.6.7, 10.2.3, 11.4.9, 11.4 Permits, Fees, Notices and Compliance with Laws 2.2.2, 3.13, 9.7, 9.21.3.7.4, 9.24.2.2 PERSONS AND PROPERTY, PROTECTION OF 9.14 Polychlorinated Biphenyl 9.24.3.1 Product Data, Definition of 9.12.2 Product Data and Samples, Shop Drawings 9.11, 9.12, 9.26.5.2 Progress and Completion 9.22.2, 9.23.8.1, 9.26.4.1, 10.1, 13.1.3 Progress Payments 9.23.3, 9.23.6, 10.1.9, 10.2.3, 12.5, 13.1.3 Project, Definition of the 1.3.2 Project Completion 10.1 Property Insurance 9.24.2.5, 11.3 PROTECTION OF PERSONS AND PROPERTY 9.24 Purpose 1.1 Regulations and Laws 1.5, 3.1.1, 4.2.6, 9.1.2, 9.2.3, 9.6, 9.7, 9.23.6.4, 9.23.8.1, 9.24.2.2, 11.1, 11.4, 12.3, 12.4.1, 12.4.2, 12.5, 13.2.8, 13.4 Rejection of Work 9.5, 9.25.2.1, 9.26.4.2 Releases and Waivers of Liens 10.2.2 Representations 9.2.1, 9.5, 9.12.6, 9.20.2.2, 9.22.2.1, 9.23.3.3, 9.23.4.2, 9.23.5.1, 10.1.4, 10.2.1 Representatives 2.1.1, 3.1.1, 4.1.1, 9.9, 9.19.1.1, 9.19.1.2, 9.26.1, 9.26.2, 9.26.4.1, 12.1.1 Responsibility for Those Performing the Work 9.3.4, 9.18, 9.19.3, 9.20.1.3, 9.20.2, 9.20.3, 9.23.5.1, 9.24, 9.26.4.1 Re[ainage 9.23.3.1, 9.23.6.2, 9.23.8.1, 10.1.9, 10.2.2, 10.2.3 Review of GMP Documents and Field Conditions by ContraMor 9.2, 9.12.7, 9.20.1.3 Review of Contractor's Submittals by Owner and Architect 9.10.1, 9.10.2, 9.11, 9.12, 9.19.2, 9.20.1.3, 9.23.2, 9.26, 10.1.4 Review of Shop Drawings, Product Data and Samples by Contractor 9.12 Rights and Remedies 1.9.9, 8.3, 9.5, 9.7.4, 9.15.2, 9.19.3, 9.19.4, 9.20.1, 9.20.3, 9.21.3.1, 9.23.5.1, 9.23.7, 9.24.2.5, 9.24.3, 9.25.2.2, 9.25.2.4, 9.25.2.6, 9.25.2.7, 9.26.4.2, 12.3, 13.4 Royalties, Patents and Copyrights 9.17 Rules and Notices for Arbitration ] 3.4.1 Safety of Persons and Property 9.24.2, 9.24.4 Safety Precautions and Programs 9.3.1, 9.19.3, 9.24.1, 9.24.2, 9.24.4, 9.26.2, 9.26.5.2 Samples, Definition of 9.72.3 Samples, Shop Drawings, Product Data and 9.1],9.12,9.26.5.2 Init AIA Document A295TM -2008.Copyright®2008 by The American Institute of Arohitects. All fights reserved.WARNING: This AlA®DOCUment is protected by U.S. Copydght Law and International Treaties. Unauthodzed reprotludion or distdbution of this AIA® Document, or any portion of k, may resuh in severe civil and criminal penatlles, and will be prosecuted to the maximum extent possible antler the law. This document was produced by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000398152 1 which expires on 04/22/2010, and is not for resale. Usar Notes: (1902884999) Samples at the Site, Documents and 9.11 Schedule of Values 9.23.2, 9.23.3.1 Schedules, Construction 9.10, 9.12.1, 9.12.2, 9.20.1.3, 13.1.5.2 Separate Contracts and Contractors 1.3.2, 6, 9.12.5, 9.14.2, 9.22.3.1, 9.25.1.2, 9.26.5.2, 11.4.7 Shop Drawings, Definition of 9.12.1 Shop Drawings, ProduM Data and Samples 9.11, 9.12, 9.26.5.2 Site, Use of 9.13, 9.20.1.1, 9.20.2.1 Site Inspections 9.2.2, 9.3.5, 9.7.1, 9.7.4, 9.23.4.2, 9.26, 10.2.1, 12.4 Site Visits, Architect's 9.7.4, 9.23.4.2, 9.23.5.1, 9.23.8.2, 9.26.4.1, 10.1.1, 10.2.1, 12.4 Software and Data Exchange Protoeols 1.5.2 Special Inspections and Testing 9.25.2.1, 9.26.4.2, 12.4 Specifications, Definition of the 1.3.4 Specifications, The 1.3.4, 1.3.8, 1.4.2, 1.5, 4.2.6, 9.11, 9.17, 9.26.5.4 Statute of Limitations 12.6, 13.4.1.1 Stopping the Work 9.23.7, 9.24.3, 9.25.2.6 Stored Materials 9.20.2.1, 9.23.3.2, 9.24.2.1.2, 9.24.2.4, 11.4.1.4 Subcontractor, Definition of 9.19.1.1 SUBCONTRACTORS 9.19 Subcontractors, Work by 1.4.2, 9.3.4, 9.12.1, 9.19.2.3, 9.19.3, 9.19.4, 9.23.3.1.2, 9.23.6.7, 9.26.4.1 Subcontractual Relations 9.19.3, 9.19.4, 9.23.3.1.2, 9.23.6, 9.24.2.1, 10.2, 11.4.7, 11.4.8 Submittals 9.10, 9.11, 9.12, 9.19.2.1, 9.19.2.3, 9.21.3.7, 9.23.2, 9.23.3, 9.23.8.1, 9.26.5, 10.1, 10.2.2, 10.2.3, 11.1.3 Submittal Schedule 9.10.2, 9.12.5, 9.26.5.2 Subrogation, Waivers of 9.20.1.1, 11.3.7, 11.4.5 Substantial Completion 9.22.1.1, 9.22.1.2, 9.22.2.3, 9.23.4.2, 9.23.8.1, 9.25.2, 10.1, 10.2.3, 12.6 Substantial Completion, Definition of 10.1.2 Substitution of Subcontractors 9.19.2.3, 9.19.2.4 Substitution of Architect 3.1.3 Substitutions of Materials 9.4.2, 9.5, 9.21.3.8 Sub-subcontractor, Definition of 9.19.1.2 Subsurface Conditions 9.7.4 Successors and Assigns 12.1 Superintendent 9.9, 9.24.2.6 Supervision and Construction Procedures 1.4.2, 4.2.6, 9.3, 9.4, 9.20.1.3, 9.20.2.4, 9.21.1.3, 9.21.3.7, 9.22.2, 9.22.3.1, 9.23.4.2, 9.24, 9.25, 9.26.2, 9.26.5.2, 13.1.3 Surety 9.19.4.1.2,10.1.9,10.2.2,10.2.3,13.2.7 Surety, Consent of 10.2.2, 10.2.3 Surveys 2.2.5 Suspension of the Work 9.19.4.2 Suspension or Termination of the Contract 9.19.4.1.1, 11.4.9 Taxes 9.6, 9.21.3.7.4, 10.1.4.1 Termination, Owner-Contractor 9.19.4.1.1, 13.1.6 Termination of the Architect 3.1.3 Tests and Inspections 9.1.2, 9.3.5, 9.23.4.2, 9.23.8.2, 9.24.3.2, 9.25.2.1, 9.26.4.1, 9.26.4.2, 10.1.1, 10.1.5, 10.2.1, 11.4.1.1, 12.4 T[ME 9.22 Time, Delays and Extensions of 7.2.1, 9.2.4, 9.7.4, 9.19.2.3, 9.21.3.1, 9.21.4, 9.22.3, 9.23.5.1, 9.23.7, 9.24.3.2, 9.24.4, 13.1.5, 13.2.5 Time Limits 2.1.5,2.2,9.2.2,9.10,9.11,9.12.5,9.15.1,9.19.2, 9.19.3, 9.19.4, 9.20.2.4, 9.21.3, 9.21.4, 9.22.2, 9.23.2, 9.23.3.1, 9.23.3.3, 9.23.4.1, 9.23.5, 9.23.6, 9.23.7, 9.23.8, 9.25.2, 9.26, 10.1, 10.2, 11.1.3, 11.4.1.5, 11.4.6,]1.4.10,12.4,12.6,13.1.2,13.4 Time Limits on Claims 9.7.4, 9.24.2.8, 12.6, 13.1.2 Title to Work 9.23.3.2, 9.23.3.3 Transmission of Data in Digital Form 1.5.2 UNCOVERING AND CORRECTION OF WORK 9.25 AIA Document A285° - Y009. Copyright ®2008 by The American Insgtule of Architects. All rights roservetl. WARNING: This AIA° Document is protecletl by Inrt. U.S. Copyright Law and International Treaties. Unauthorized reprotluclion or distribution of this AIA® Document, or any portion o(h, may resua In severe civil antl criminal penaaies, and will be prosecuted to the maximum extent possible antler the law. This document wasprodaced by AlA sofhvare at / 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NotK: (1902864999) Uncovering of Work Waiver of Liens 9.25.1 10.2.2, 10.2.4 Unforeseen Conditions, Concealed or Unlmown Waivers of Subrogation 9.7.4, 9.22.3.1, 9.24.3 9.20.1.1, 1 ].4.5,11.3.7 Unit Prices Warranty 9.21.3.3.2, 9.21.3.4 9.5, 9.23.3.3, 9.23.8.1, 9.25.2.2, 10.1.1, 10.1.6, 10.2.4, Use of Drawings, Specifications and Other 12.6.1 Instruments of Service Weather Delays 1.3.4, 1.3.6, 1.3.8, 1.5, 9.2.2, 9.11, 9.17, 9.19.3, 13.1.5.2 9.26.4.4 Work, Definition of Use o[ Site 1.3.1 9.1.3, 9.20.1.1, 9.20.2.1 ~ Written Consent Values, Schedule of 1.5, 3.1.2,9.4.2, 9.7.4, 9.12.8, 9.14.2, 9.23.3.2, 9.23.2, 9.23.3.1 9.23.8.1, ] 0.1.9, 10.2.2, 10.2.3, 11.4.1, 12.1, 12.3.2, Waiver of Claims by the Architect 13.4.4.2 12.3.2 Written Interpretations Waiver of Claims by the Contractor 9.26.4.3, 9.26.4.4 10.2.5, 11.4.7, 12.3.2, 13.1.6 Written Notice Waiver of Claims by the Owner 4.2.6, 9.3.1, 9.9, 9.12.9, 9.19.2.1, 9.22.2.2, 9.23.7, 9.23.8.3, 9.25.2.2.1, 10.2.3, 10.2.4, 11.4.3, 11.4.5, 9.24.2.2, 9.24.3, 9.25.2.2, 9.25.2.4, 9.25.2.6, 9.25.2.7, 11.4.7, 12.3.2, 13.1.6 10.2, 11.1.3, 11.4.6, 12.2, 13.4.1 Waiver of Consequential Damages Written Orders 13.1.6 1.3.8, 9.9, 9.21, 9.22.2.2, 9.25.1, 9.25.2, 9.25.2.6, 11.4.9, 12.4.2, 13.1.2 IRit AIA IMCUment A295°-2008. CopydgM®2008 by The American Institute of Architects. All rights reserved.WARNING: This AlA®DocumeM is protected by U.B. Copydpht Law antl Interoational Treaties. Unauthodzed reprotluctlon or tllatdbution of this AIA IMcumenL or any portion of a, may resuM in ~ O severe civil and criminal penaaies, and will be prosecuted to the maximum extent possible antler the law. This document was produced by AIA software at / 73:35:07 on 01H 5/2010 under Ober No.7000396152_t which expires on 04/22/2010, and is not for resale. User NOtea: (7902864999) ARTICLE 1 GENERAL PROVISIONS § 1.1 PURPOSE The Owner, Architect and Contractor have agreed to plan, design, and construct the Project in a wllaborafive environment following the principles of Integrated Project Delivery and to utilize Building Information Modeling [o maximize the use of their knowledge, skills, and services for the benefit of the Project. The Architect and Contractor will deliver the Project in the following phases, which may overlap: Conceptualization, Criteria Design, Detailed Design, Implementation Documents, Construction and Closeout. § 1.21NITIAL INFORMATION The Owner, Architect and Contractor may rely on the Initial Information. Each, however, recognizes that such information may materially change and, in that event, the parties shall agree upon appropriate adjustments to the Architect's and Contractor's services and compensation, and the schedule. The Initial Infotmafion is as follows: § 1.2.1 The Owner's program for the Project: Burlingame Ranch Phase II: Planning, design and development for the City of Aspen's Burlingame Ranch Phase II affordable housing development, including a new affordable housing facility similar to Burlingame Ranch Phase I, including new construction of roads, infrastructure and 161 additional multifamily units plus platting for 6 single family lots. § 1.2.2 The Project's physical characteristics: (Paragraph deleted) Burlingame Ranch is the City of Aspen's premier family-style affordable housing development set on 32 acres of hillside on Harmony Road in Aspen, CO. Plans for Burlingame Ranch entail a total of 258 deed-restricted affordable housing units including 245 multifamily units plus 13 single family lots. Phase I has been substantially completed and consists of 84 multifamily units and 7 single family lots. Phase II is currently in planning and will be developed as 161 additional multifamily units plus 6 additional single family lots. § 1.2.3 The Owner's Budget for the Integrated Project Delivery design efforts is $4,300,000 for the Conceptualization, Criteria Design, Detailed Design and Implementation Documents phases only; not for Construction and Closeout phases. The budget for Construction and Closeout phases will be established based on the GMP Bid that is expected to be developed and delivered by the Contractor at Risk with the help of the IPD team as described herein. 1.2.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates: Begin Pre-Construction: January 25, 2010 Conceptualization Phase: TBD Criteria Design Phase: TBD Detailed Design Phase: June 25, 2010 GMP Bid Due: June 25, 2010 Implementation Phase: TBD Due date for public funding ballot question approval by Aspen City Council: August 3Q, 2010 Public ballot question on bond funding: November 2, 2010 .2 Commencement of construction: Horizontal: TBD Vertical: TBD Substantial Completion date or milestone dates: AIA Document A295"' -2008. Copyright®2008 by The American Institute of Architects. All rights reservetl. WARNING: This AIA® Document is protected by Init. U.S. CopydBht Law antl Intamational Treaties. Unauthorized reprotluction or tlistdbution of this AIA® Document, or any portion of k, may result in 11 severe civil and criminal penalties, antl will be prosecutetl to the maximum extent possible antler the law. This document was produced by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. (1902864999) User Notes: TBD .4 Other: Final Completion TBD § 1.2.5 The Owner's requirements for accelerated or fast-track scheduling, or phased construction aze set forth below: TBD § 1.2.6 Other Project information: Aspen Fire Protection District Aspen - Pitkin Efficient Building Progam Department of Energy Building America Standazds (most curent version ) § 1.2.7 The Owner identifies the following representatve in accordance with Section 2.1.1: Project Manager: John Laatsch City of Aspen 130 South Galena Street Aspen, Colorado § 1.2.8 The persons or entifies, in addition to the Owner's representative, who are required to review submittals to the Owner aze as follows: Construction Manager: Peer Knowles Rider Levett Bucknall 1621 Eighteenth Street, Suite 255 Denver, CO 80202 § 1.2.9 The Owner will retain the following consultants and Contractors: (Paragraph deleted) .1 Geotechnical Engineer: TBD .2 Other, if any: Commissioning Agent TBD .3 Other: Material Testing Firm TBD .4 Other: Entitlements Consultant TBD § 1.2.10 The Architect identifies the following representative in accordance with Sec[ion 3.1.1: Init. AIA Document A295TM-2008. COpynght®2008 by The American Institute of Architects. All fights reaened.WARNING: This AlA®DOCUmeM is protected by U.S. Copyright Law antl International Treaties. Unauthodzetl reprotluction or distribution of this AIA® Document, or any portion of It, may result in 12 severe civil and criminal penakias, and will be prosecuted to the maximum eMent possible antler the law. This Document was produced by AlA Software at ( 13:35:01 on 07/15/2010 under Order No.10 00396 7 52_1 which expires on 04/22/2010, and is nM for resale. User Notes: (1902864999) Eduazdo Illanes ei l l an es(a,ozarch. com OZ Architecture 1805 291h Street, Suite 2054 Boulder, CO 80301 Phone: (303) 449-8900 Fax: (303)449-3886 § 7.2.11 The Architect will retain the following consultants: (Paragraph deleted) .1 Stmctural Engineer: Monroe & Newell Engineers, Inc. 619 Main Street, Suite 7 Frisco, Colorado 80443 970-668-3776 Contact: Peter Monroe, Partner PMonroe@monrce-newell.com .2 Mechanical Engineer: ABS Consultants, Inc. 1530 16th Street, Suite 400 Denver, Colorado 80202 303-623-6200 Contact: Mazc Able, P.E., PaMer mable@abscon sultants. com .3 Electrical Engineer: ABS Consultants, Inc. 1530 16th Street, Suite 400 Denver, Colorado 80202 303-623-6200 Contact: Mazc Able, P.E., Partner mable@abscon sultants.com .4 Other: Civil Engineer Alpine Engineering, Inc. 34510 Highway 6, Unit A9 Edwards, Colorado 81632 970-926-3373 Contact: Kent Kriehn, PE-LS, Principal kriehn@alpinecivi l.com .5 Other: Land Planner Design Workshop 120 Main Street Aspen, Colorado 81611 AIA Document A285"' -2008. Copyright®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protectetl by Init. U.S. Copyright Law and International Treaties. Unauthorized reprotluctlon or tliatributlon of thls AIA® Document, or any portion of tt, may result in 13 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document waspmduced by AlA Software at t 13:35:07 on 01/75/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtas: (7902864999) 970-925-8354 Contact: Itichazd Shaw, FASLA, Principal rshaw@designworksh op. com Other: Landscape Architect Mt. Daly Enterprises, LLC 100 North Third Street, #102 Cazbondale, Colorado 81623 970-963-9896 Contact: Julia Marshall, ASLA, Principal mtdaly@sopris.net .7 Other: Acoustics Consultant D.L. Adams Associates, [nc. 1701 Boulder Street Denver, Colorado 80211 303-455-1900 Contact: JeffKwolkoski, P.E., Principal JKwolkoski@dlaa.com .8 Other: Waterproofing Consultant Professional Investigative Engineers 6275 Joyce Drive, Suite 200 Arvada, Colorado 80403-7541 303-552-0177 Contact: Eric Amhaus, Department Manager eemhaus@callpie.com .9 Other: Planning Facilitator: Vann Associates 230 East Hopkins Avenue Aspen, Colorado 81611 970-925-6958 Contact: Sunny Vann, Principal vannassociates@wmcast.net § 7.2.12 The Contractor identifies the following representative in accordance with Section 4.1.1: TBD § 7.2.73 The Contractor will retain the following consultants and Subcontractors to assist the Contractor in its performance of the Pre-GMP Services: TBD § 7.2.14 Other Initial Information: TBD AIA Document A295"' -2008. Copyright ®2008 by The American InstitNe of Arohitects. All dphb reserved. WARNING: This AIA® Document is protedetl by Init. U.S. Copyright Law and International Treaties. Unauthorizetl reprotluctlon or dlatdbution of this AIA® Document, or any portion of it, may result in 14 severe civil antl criminal penalties, antl will be prosecuted to the maximum extent possible under the law. This Document was produced by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000396152_1 which e~ires on 04/22/2010, and is not for resale. User NOtes: (1902864999) § 1.3 BASIC DEFINITIONS § 1.3.1 THE WORK The term "Work" means the construction and services required of the Contractor by the Guaranteed Maximum Price Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. § 1.3.2 THE PROJECT The Project consists of the whole of the Architect's Services and the Work as that term is defined in Section 1.3.1 above by all of the Owner's Sepazate Contractors as that term is defined in Section 9.20, and the professional services related thereto. § 1.3.3 THE DRAWINGS The Drawings aze the graphic and pictorial portions of the criteria design, detailed design, implementation, or Guazanteed Maximum Price Documents showing the design, location and dimensions of the Work, generally including Models, plans, elevations, sections, details, schedules and diagrams. § 1.3.4THE SPECIFICATIONS The Specifications are that portion of the criteria design, detailed design, implementation, or Guaranteed Maximum Price Documents consisting of the written requirements for materials, equipment, systems, standazds and workmanship for the Work, and performance of related services. § 1.3.5 BUILDING INFORMATION MODEL The Building Information Model (Model(s)), is a digital representation of the physical and functional chazacteristics of the Project. The term "Model" maybe used to describe a single model or multiple models used in the aggregate. "Building Information Modeling" (BIM) means the process and technology used to create the Model. § 1.3.61NSTRUMENTS OF SERVICE Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work provided by the Construction Manager, Architect, the Architect's consultants, the Contractor, Subeontractors, or Sub-subcontractors under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, Models, sketches, drawings, specifications, and other similaz materials. § 1.3.7 THE GUARANTEED MAXIMUM PRICE The Guaranteed Maximum Price represents an amount that the Contract Sum shall not exceed as agreed to by the Owner and Contractor. § 1.3.8 THE GUARANTEED MAXIMUM PRICE DOCUMENTS The Guaranteed Maximum Price Documents (GMP Documents) consist of the agreement between the Owner and Conhactor (Owner-Contractor Agreement), General, Supplementary and other Conditions ofthe Contract (Conditions ofthe Contract), Drawings, Specifications, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. § 1.3.9 THE CONTRACT The GMP Documents comprise the Contract for Integrated Project Delivery. The Contract represents the entire and integrated agreement between the Owner and the Contractor and supersedes prior negotiations, representations or agreements, either written or oral. The Contract maybe amended or modified only by a Modification. The GMP Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or aSub-subcontractor, (3) between the Owner and the Architect or the Architect's consultants or (4) between the Contrnctor and the Construction Manager or Construction Manager's consultants (5) between any persons or entities other than the Owner and the Contractor. § 1.3.10 THE IMPLEMENTATION DOCUMENTS The Implementation Documents consist of the Architect and Contractor's further development of the GMP Documents as necessary to construct the Project. AIA Document A285"' -2008. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by Init. U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may resuk in 15 severe civil antl criminal penalties, antl will ba prosecutetl to the maximum extent possible under the law. This dowment was produced by AIA software at / 13:35:01 on 01/75/2010 urWer Order No.1000386152_1 which expires on 04/2712010, and is not for resale. User NOtes: (1902864999) § 1.3.11 OWNER'S BUDGET FOR THE WORK The Owner's Budget for the Work is the amount the Owner has budgeted to construct all elements of the Project designed or specified by the Architect and includes contractors' general conditions costs, overhead and profit. The Owner's Budget for the Work does not include the compensation of the Architect or the Construction Manager, the costs of the land, rights-of--way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 1.3.121NITU~L DECISION MAKER The Initial Decision Maker is the Architect, who will render initial decisions on Claims in accordance with Section 13.2 and certify termination of the Owner-Contractor Ageement under Section 7.2.2 of the Owner-Contractor Ageement, A195-2008, Standard Form of Ageement Between Owner and Contractor for Integrated Project Delivery. § 1.3.131NTEGRATED PROJECT DELNERY Integated Project Delivery is a project delivery approach that integates people, systems, business structures and practices into a process that collaborafively harnesses the talents and insights of all participants to reduce waste and opfimize efficiency through all phases of design, fabrication and constmcfion. § 1.4 CORRELATION AND INTENT OF THE GMP DOCUMENTS § 1.4.1 The infant of the GMP Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The GMP Documents aze complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required to the extent consistent with the GMP Documents and reasonably inferable from them as being necessary [o produce the indicated results. Where a conflict occurs between or within s[andazds, specifications, and drawings, [he more stringent or higher quality requirements shall apply. The precedence and coordination of the GMP Documents aze as follows: .1 Addendum and modifications to [he Drawings and Specifications take precedence over [he original GMP Documents. .2 Should there be a conflict within the Specifications, or within the Drawings, or between the Drawings and Specification, the Architect shall decide which condition will provide the best installation and his/her decision shall be final. .3 The Drawing and Specifications aze intended [o coordinate with each other. Anything shown on the Drawings but not mentioned in the Specification or vice-versa, shall be famished as though specifically shown and mentioned in both without any extra charge. .4 The Drawings, for purposes of clearness and legibility, aze essentially diagammatic, and although the sizes and locations of equipment are shown to scale wherever possible, the Contractors, both principal and subcontractors, aze required to familiarize themselves with all the Work required by the Contract Documents. Each Contractor shall properly coordinate his/her work with that of all other contrndors. It is not within the scope of the Drawings to show all necessary offsets, obstructions or structural conditions. It shall be the responsibility of each Contractor to plan, coordinate, and install his/her work in such a manner so as to conform to the structure. Any conflict within the Drawings shall be referred to the Architect for disposition prior to the installation of any affected work. .5 Figured dimensions contained in the Contract Documents shall be accurately followed, even though they differ from scaled measurements. No work shown on the plans, the dimensions of which are not figured, shall be executed until instructions have been obtained from the Architect as to the dimensions to be used. Larger scale Drawings shall have preference over smaller scale drawings, but discrepancies shall be referred to the Architect for interpretation. § 1.4.2 Neither organization of the Specifications into divisions, sections and articles, arrangement of Drawings, organization ofthe Model, or the issuance of separate Models shall control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.4.3 Unless otherwise stated in the GMP Documents, words that have well-known technical or construction industry meanings aze used in the GMP Documents in accordance with such recognized meanings. AIA Document A285TM - 2008. Copyright ®2008 by The American Institute of Architects. All rights reservetl. WARNING: This AIA® Document is protected by Inlt. U.S. Copyright Law and International Treaties. Unauthorizetl reprotludion or distribution of this AIA® Document, or any portion of it, may result in 18 severe civil antl criminal penalties, and will be prosecutetl to Me mazlmum extent possible under the law. This document was produced by AlA Software at ) 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1902864999) § 1.4.4 CAPITALIZATION Terms capitalized in these General Conditions include those that aze (I) specifically defined, (2) the titles ofnumbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4.51NTERPRETATION In the interest of brevity, words such as "all" and "any" and articles such as "the" and "an" may be omitted, but the fact that a modifier or an article is absent from one statement and appeazs in another is not intended to affect the interpretation of either statement. § 1.5 USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE The Construction Manager, Construction Manager's consultants, Architect, Architect's consultants, Contractor, Subeontractors, Sub-subcontractors and material or equipment suppliers are authorized, solely and exclusively for use in completion of the Project, to use and reproduce the Instruments of Service provided to them. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Architect, Architect's consultants, Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use another author's Instruments of Service on other projects or for additions to this Project without the specific written consent of the Owner and the author of the Instruments of Service. § 1.5.1 The Owner, Construction Manager, Architect and Contractor may utilize a Model as (an) Instrument(s) of Service to the extent mutually agreed to be practicable and pursuant to Section 1.5.2. Unless the parties mutually agree otherwise, the Architect shall be responsible for the integration and coordination of the Model throughout the design and construction of the Project. § 1.5.2 SOFTWARE AND DATA EXCHANGE PROTOCOLS The Owner, Construction Manager, Architect and Contractor shall, at the earliest practical moment, meet and delineate the types of software to be used on the Project and establish protocols, standazds and tolerances as may be required for the proper execution of [he Work. The Owner, Construction Manager, Architect and Contractor shall work together to establish the permitted uses for all digital information, including the Model, to be exchanged on the Project. Such determinations shall be set forth in AIA Document E201T"L2007, or a similaz document, that shall be incorporated by reference into all agreements for services or construction for the Project. § 1.6 COORDINATION The Owner, Construction Manager, Architect and Contractor shall coordinate the services provided by one another's consultants, subeonsultants, contractors and Subcontractors. Upon request, the Owner, Construction Manager, Architect and Contractor shall furnish copies of the scopes of services in the services contracts they hold. The Owner shall require that its consultants and contractors maintain professional liability insurance and other liability insurance, as appropriate to the services provided. ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in this document and is referred to as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respell [o all matters requiring the Owner's approval or authorization except for the approval of increases in the Contract Sum or Contract Time, and the execution of Amendments and Change Orders to the Agreement. Amendments or Change Orders shall not be binding on the City except as follows: § 2.1.1.1 Amotmts under $5,000 require only Department Head signature; § 2.1.1.2 Amounts between $5,000 and $10,000 require City Manager signature; § 2.1.1.3 Amounts between $1Q000 and $25,000 require City Attorney and City Manager signature; § 2.1.1.4 Amounts over $25,000 require City Council approval and signature by the Mayor, or a duly authorized official in his absence. The term "Owner" means the Owner or the Owner's authorized representative except as otherwise indicated above. Init. AIA Document A295TM -2009.Copyright®2008 by The American Institute of Architects. All rights reserved.WARNING: This AlA®Document is protectetl by U.S. Copyright Law and Intematlonal Treaties. Unauthorised reproduction or tlistribution of this AIA® Document, or any portion of It, may resuh in 77 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This dowment was produced by AIA software at / 73:35:07 on 07/15/2010 under Order No.1000396752_7 which e~ires on 04/22/2010, and is not for resale. User Notes: (7902864999) § 2.1,2 The Owner shall furnish information or services required of the Owner by the GMP Documents in a timely manner. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's, Architect's and Contractor's performance with reasonable promptness after receiving the written request for such information or services., § 2.1.3 The Construction Manager ,Architect and Contractor shall be entitled to rely on the accuracy and completeness of information famished by the Owner. § 2.1.4 The Owner shall provide prompt written notice to the Architect and Contractor if the Owner becomes aware of any fault or defect in the Project, including erzors, omissions or inconsistencies in the Instruments of Service. ~ (paragraph deleted) § 2.21NFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 The Owner shall provide information regazding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. § 2.2.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arzangements to fulfill the Owner's obligations Imder the Contract. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the GMP Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work of the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arzangements without prior notice to the Constmction Manager , Contractor and Architect. § 2.2.2.1 Notwithstanding anything in the GMP Documents to the contrary, in the event the voters in the City of Aspen do not approve the bond question anticipated to be on the ballot November 2, 2010, all Agreements will be terminated for the Owner's convenience and no subsequent Suspension or Termination Expenses or fees will be due or will accrue from the Owner to the Construction Manager, Architect, Contractor, any subcontractors or any consultants. § 2.2.3 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the Budget for the Work; (2) the Owner's other costs; and, (3) reasonable contingencies related [o all of these costs. If the Owner significantly increases or decreases the Owner's Budget for the Work, the Owner shall notify the Architect and Contractor. The Owner, Construction Manager, and the Architect and Contractor shall thereafter agree to a corzesponding change in the Owner's Budget for the Work or in the Project's scope and quality. § 2.2.4 Except for permits and fees that are the responsibility of the Contractor under the GMP Documents, including those required under Section 9.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.2.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site ofthe Project, and a legal description ofthe site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated weHands; adjacent drainage; rights-of--way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and informaton concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 2.2.6 The Owner shall famish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corzosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. Init. AIA Document A295°-2008.Copyright®2008 by The American Institute of Architects. All dghts reservetl.WARNING: This AlA®DOCUmant is protected by U.S. Copyd9ht Law and International Treaties. Unauthorized reproduction or distrlbutlon of this AIA Document, or any ponlon or N, may resuh in 18 severe civil antl crlminal penatiies, and will be proaecutetl to the maximum extent possible under the law. This document was protluced by AIA software at ( 13:35:01 on 01/15/2010 under Order No.'I000398152_7 which expires on 04/2212010, and is not for resale. DSar Notes: (1902864999) § 2.2.7 The Owner shall famish tests, inspections and reports required bylaw and as otherwise agreed to by the parties, such as stmctazal, mechanical, and chemical tests, tests for air and water pollution, and tests for hazazdous materials. § 2.2.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that maybe reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 2.2.9 The Owner shall famish the services of a Commissioning Agent, who will provide professional advice during the pre-construction phase, as well as inspections and commissioning reports during the construction phase. The Contractor shall be required to correct any deficiencies identified by the Commissioning Agent. § 2.2.10 The Owner shall famish the services of a Material Testing Fimr, who will provide inspections and material testing reports during the construction phase. § 2.3 CONSTRUCTION MANAGER § 2.3.1 The Construction Manager is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singulaz in number. The term "Construction Manager" means the Constmction Manager or the Construction Manager's authorized representative. § 2.3.2 The Construction Manager will not be responsible or liable for the acts or omissions of the Architect, Contractor, or any Subcontractor, or any of their agents or employees, or any other person performing any of the Work. § 2.3.3 The Conswcdion Manager shall: § 2.3.3.1 Review all changes proposed by the Contractor, Architect or Owner and make recommendations regazding schedule and cost implications; § 2.3.3.2 Establish and mainffiin a complete on-site library of all Contract Documents, approved shop drawings, and approved material samples; § 2.3.3.3 Schedule and conduct job meetings to be attended by the Contractor and representatives of the Owner and Architect to discuss such matters as procedures, progress, problems and scheduling. Construction Manager shall prepare and distribute minutes of such meetings. § 2.3.4 The Construction Manager shall make a review of the Work at such intervals necessary to discharge its duties to the Owner. § 2.3.5 The Construction Manager shall meet with the Contractor to prepare and update the Master Project Schedule using information from the Contractor's Construction Schedule. ARTICLE 3 ARCHITECT § 3.1 GENERAL § 3.1.1 The Architect is the person or entity identified as such in this document and is referred to as if singular in number. The Architect shall be lawfully licensed to practice azchitecmre or an entity lawfully practicing azchitecture in the jurisdiction where the Project is located. The Architect shall designate in writing a representative who shall have express authority to bind the Architect with respect to all matters related to the Project. The term "Architect" means the Architect and the authorized representative. § 3.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in this document shall not be restricted, modified or extended without written consent of the Owner, Contractor and Architect. Consent shall not be unreasdnably withheld. § 3.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the GMP Documents shall be that of the Architect. § 3.2 ARCHITECT'S GENERAL SERVICES § 3.2.1 The Architect shall assist the Owner in establishing a list of prospective contractors for the Project. AIA Document A295"' - 2008. Copyright ®2008 by The American Insiitule o(Arohitecls. All dghta reserved. WARNING: This AIA° Document is protected by Init. U.S. Copyright Law and International Treaties. Unauthorized reprotludlon or tlistdbution of this AIA° Document, or any poAion of k, may resuk in 19 severe civil antl criminal penakies, antl will be prosecuted to the maximum extent possi0le under the law. This document was produced by AlA Software at / 13:35:01 on 01/15/2010 under Order No.1000398152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1902864999) § 3.2.2 The Architect shall manage the Architect's services, consult with the Owner and Contractor, research applicable design criteria, attend Project meetings, and report Project progress [o the Owner. § 3.2.3 The Architect and Construction Manager aclmowledge the Contractor does not warrant or guarantee the accuracy of the Contractor's Estimates, as that term is defined in Section 4.2.3, except as may be included in the GMP. The Construction Manager and Architect shall review the Contractor's Estimates solely for the Construction Manager's and Architect's guidance in completion of its services, however, the Construction Manager and Architect shall report to the Owner any material inaccuracies and inconsistencies noted during any such review. § 3.2.4 The Architect shall, at appropriate times, contact the govemmental authorities required to approve the GMP Documents and the entities providing utility services to the Project. in designing the Project, the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.2.5 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. The Architect shall generate documents suitable for submission to the necessary govemmental authorities. § 3.2.6 In performing its services hereunder, the Architect, its agents, consultants and employees shall comply with all applicable laws, regulations, ordinances, or other rules of the United States, the State of Colorado, Pitkin County, or the City of Aspen, or of any other duly constituted public authority or agency and shall ensure that the GMP Documents shall comply with all building codes applicable to the Project. ARTICLE 4 CONTRACTOR § 4.1 GENERAL § 4.1.1 The Contractor is the person or entity identified as such in this document and is referred to as if singular in number. The Contractor shall be lawfully licensed, if required in thejurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters related to the Project. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 4.1.2 If the employment of the Contractor is terminated, the Owner shall employ a successor contractor as to whom the Constrnction Manager and Architect have no reasonable objection and whose status under the GMP Documents shall be that of the Contractor. § 4.2 GENERAL CONSULTATION RESPONSIBILITIES § 4.2.1 Throughout the development of the GMP Documents, the Contractor shall advise the Owner and the Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Contractor shall also provide recommendations on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, the Owner's Budget for the Work, and possible cost reductions. § 4.2.2 The Contractor shall assist the Owner in connection with the Owner's responsibility for obtaining approval for the Work from governmental authorities having jurisdiction over the Project. § 4.2.3 The Contractor shall provide estimating services throughout the design of the Project as specifically required in Articles 5, 6 and 7, and at other various times agreed to by the Owner, Architect and Contrnctor. The Contractor shall provide estimates of the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit (Contractor's Estimate). The Contractor's Estimate shall not include the compensation of the Architect or COnStrUCtiOII Manager, the costs of the land, rights-of--way, financing, contingencies for changes in the Work, or other costs that are the responsibility of the Owner. The Contractor's Estimates shall increase in detail and refinement as the Architect progresses with the preparation of the Criteria Design, Detailed Design and Implementation Documents. AIA Document A295TM - Y008. Copyright ®2008 by The Amedcan Institute of Arohitects. All rigtrb reserved. WARNING: Thia AIA® Document is protected by Inlt U.S. Copyright Law and International Treaties. Unauthorizetl reprotludion or tlistribution of this AIA® Document, or any portion of It, may resuk in 20 severe civil antl criminal penalties, antl will 6e prosecuted to the maximum extent possible under the law. This document was produced by AIA software at / 13:35:01 on 01/75/2010 under Order No.1000396152_1 which expires on 04/22/2010, antl is not for resale. User NOtes: (1902984999) § 4.2.3.1 In preparing the Contractor's Estimates, the Contractor shall include contingencies for design, procurement, and reasonable price escalation. The Contractor's Estimate shall be based on current azea, volume or similaz conceptual estimating techniques. § 4.2.4 For each of the Contractor's Estimates, provided pursuant to Section 4.2.3, the Contractor shall provide adequate detail to support the estimate. The Contactor shall submit its estimates for the Architect's review and the Owner's acceptance. The Contmctor shall advise the Owner and Architect if it appeazs that any of Contractor's Estimates may exceed the Owner's most recent Budget for the Work and, in consultation with the Construction Manager and the Architect, make recommendations for corrective action. § 4.2.5 The Contractor does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. § 4.2.6 The Contractor shall not be required to provide professional services that constitute the practice of azchi[ecture or engineering unless such services aze specifically required by the GMP Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. Ifprofessional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the GMP Documents, the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appeaz on all drawings, calculations, specifications, certificafions, Shop Drawings and other submittals prepazed by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepazed by others, shall bear such professional's written approval when submitted to the Architect. The Owner, Construction Manager and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Architect has specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 4.2.6, [he Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and local codes, ordinances and statutes, and the design concept expressed in the Contract Documents. " ARTICLE 5 CONCEPTUALIZATION PHASE § 5.1 The Owner, Construction Manager, Architect, Commissioning Agent, and Contactor shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of those requirements. The Architect shall present its preliminary evaluation to the Owner, Construction Manager, Commissioning Agent, and Contractor and discuss possible alternative approaches to design and construction of the Project, including the incorporation of environmentally responsible design approaches pursuant to the Aspen/Pitkin Efficient Building Program and Department of Energy "Building America" criteria. The Architect shall reach an understanding with the Owner, Construction Manager, Commissioning Agent, and Contractor regarding the requirements of the Project. § 5.2 Within two weeks of execution of the Architect's Agreement, the Architect shall submit to the Owner, Construction Manager and Contractor a proposed schedule of the Architect's services for review, approval and subsequent inclusion in the Master Project Schedule. The schedule of the Architect's services shall include design phase deadlines, dates when cost estimates or design reviews shall occur in order to comply with the deadlines in the Master Project Schedule, and allowances for periods of time required (1) for the Owner's review (2) for the performance of the Owner's consultants, (3) for review, modification and approval of submissions by authorifies having jurisdiction over the Project, and (4) value engineering. § 5.3 The Constmction Manager shall prepare and periodically update a Master Project Schedule in collaboration with the Contractor and the Architect. The Master Project Schedule shall coordinate and integrate the Contractor's services, the Architect's services, the Commissioning Agent's services, and the Owner's responsibilities, necessazy in order to meet the Project's timely completion. § 5.4 Once the Owner, Architect and Contractor agree to the time limits established by the Master Project Schedule, the Owner, Architect and Contractor shall not exceed them, except for excusable delays. AIA Document A295TM - 2009. Copyright ®2008 try The American Institute of Architects. All dghts resarvetl. WARNING: This AIA® Document is protectetl by Init. U.S. Copyright law and International Treaties. Unauthorizetl reprotluIXion or tlistdbution of this AIA® Document, or any portion of it, may resuh In 21 severe civil and uiminal penahias, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at / 73:35:07 on 07/75/2070 under Order No.7 000396 1 52_7 which expires on 04/22/2010, and is not for resale. User NOtes: (7902864999) § 5.5 The Construction Manager, Architect, Commissioning Agent, and Contractor shall provide a preliminary evaluation of the Owner's program and Budget for the Work, each in terms of the other as well as recommendations, if any, with regazd to accelerated or fast-track scheduling, procurement, efficient building design, or phased construction. The preliminary evaluation shall take into consideration cost information, constrnctability, and procurement and construction scheduling issues. To the extent mutually agreed, the information shall be integrated into the Model. ARTICLE 6 CRITERIA DESIGN PHASE § 6,1 No later than the date identified in the Master Project Schedule, the Architect, in consultaton with the Construction Manager ,Commissioning Agent and the Contractor, shall prepaze and present for the Owner's approval a preliminary design illustrating the scale and relafionship of the Project components. § 6.2 Based on the Owner's approval of the preliminary design, the Architect, in consultation with the Construction Manager ,Commissioning Agent and the Contractor, shall prepare Criteria Design Documents for the Owner's approval. The Criteria Design Documents shall consist of drawings and other documents including a site plan, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, and Models. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 6.2.1 The Architect shall consider and include environmentally responsible design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and Budget for the Work. § 6.2.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics in developing a design for the Project that is consistent with the Owner's schedule and Budget for the Work. § 6.3 During the Criteria Design Phase, the Architect shall meet with [he Owner, the Construction Manager ,the Commissioning Agent and Contractor as appropriate to the progress of the design [o review the Criteria Design Documents as necessary. § 6.4 The Contractor shall obtain information from Subcontractors and material suppliers regarding proposed systems or products, including material procurement scheduling, product data sheets, life cycle and energy efficiency data, cost data necessary to validate estimates and schedules for their scopes of work, tolerances, and prefabrication opportunities. § 6.5 The Contractor, for the Cons[mction Manager's and Architect's review and the Owner's acceptance, shall prepare a procurement schedule for items that must be ordered well in advance of construction. If the Owner agrees to procure any items in the Contractor's scope of work prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions reasonably acceptable to the Construction Manager and Contractor. Upon the execution of the Guaranteed Maximum Price Amendment, the Owner shall assign all contracts for these items to the Contractor and the Contractor shall thereafter accept complete scheduling, delivery, acceptance, protection, installation and turnover responsibility for them. § 6.6 At the conclusion of the Criteria Design Phase, the Owner, Construction Manager, Architect, Commissioning Agent, and Contractor shall meet to review the Criteria Design Documents. § 6.7 Based upon the Criteria Design Documents, the Contractor shall update the Contractor's Estimate and Contactor's Construction Schedule. § 6.7.1 Ifrevisions to the Criteria Design Documents are required to comply with the Owner's Budget for the Work at the conclusion of the Criteria Design Phase, the Architect shall consult with the Owner, Construction Manager, Commissioning Agent, and Contractor to determine appropriate solutions. The Architect shall then incorporate any agreed-upon revisions during the Detailed Design Phase. ARTICLE 7 DETAILED DESIGN PHASE § 7.1 Based on the Owner's approval of the Criteria Design Documents, as well as the Owner's authorization of any adjustments in the Project requirements and the Owner's Budget for the Work pursuant to Section 2.2.3, the Architect, AIA Document A296"' -2009. Copyright®2008 byThe American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by Init. U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in 22 severe civil antl criminal penahies, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at / 13:35:01 on 01/15/2010 uMer Order No.1000396152_1 which expires on 04/2712010, and is not for resale. User NOtes: (1902864999) in consultation with the Owner, Construction Manager, the Commissioning Agent, and Contractor, shall prepare Detailed Design Documents for the Owner's approval no later than the date identified in the Master Project Schedule. The Detailed Design Documents shall illustrate and describe the development of the approved Criteria Design Documents and shall consist of drawings, other documents and the Model. § 7.2 During the Detailed Design Phase, the Architect shall meet with the Owner, Construction Manager, the Commissioning Agent, and Contractor as appropriate and necessary to the progess of the design to review the Detailed Design Documents. § 7.3 Prior to the conclusion of the Detailed Design Phase, the Contractor shall famish to the Owner Construction Manager, and Architect a list of possible Subcontractors and material suppliers. § 7.4 The Contractor shall provide updates to the Contractor's Estimate and the Contractor's Construction schedule to ensure consistency with the Detailed Design Documents and to incorporate information received from Subcontractors and material suppliers pursuant to Section 6.4. The Contractor shall require any such Subcontractors and material suppliers to provide additional information as needed to coordinate systems, including, but not limited to, mechanical, electrical, plumbing and structural, and to verify tolerances. § 7.4.1 If the Contractor's Estimate at the conclusion ofhe Detailed Design Phase exceeds the Owner's Budget for the Work, the Owner shall .1 give written approval of an increase in the Owner's Budget for the Work; .2 in consultation with the Architect, the Construction Manager, and CDntractor, revise the Project program, scope, or quality as required to bring the Contractor's Estimate within the Owner's Budget for the Work; or .3 implement any other mutually acceptable alternative. § 7.4.2 If the Owner chooses to proceed under Section 7.4.1.2, the Architect, without additional compensation, shall incorporate the agreed upon modifications as necessary to comply with the Owner's Budget for the Work, or the Owner's Budget for the Work as adjusted under Section 7.4.1.1. After incorporation of such modifications to comply with this Section 7.4.2, the Architect shall, as an Additional Service, make any required revisions to the Drawings, Specifications or other documents necessitated by subsequent cost estimates that exceed the Owner's Budget for the Work, except when the excess is due to changes initiated by the Architect in scope, basic systems, or the kinds and quality of materials, finishes m equipment. § 7.5 At the conclusion of the Detailed Design Phase, the Architect shall submit Detailed Design Documents consistent with the Owner's Budget for the Work to the Owner and Construction Manager. The Owner, Construction Manager, Architect and Contractor shall meet to review the Detailed Design Documents. § 7.6 Upon the Owner's acceptance of the Detailed Design Documents, the Conttactor shall prepare a Guaranteed Maximum Price proposal for the Owner's and Construction Manager's review and Owner's acceptance. § 7.7 To the extent that the GMP Documents are anticipated to require further development in the Implementation Documents Phase, the Contractor shall provide in the Guaranteed Maximum Price proposal for such further development consistent with the GMP Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 7.8 The Contractor shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: .1 A complete list of the documents and information used in preparation of the Guaranteed Maximum Price proposal. .2 A list of allowances and a statement of their basis. .3 A list of the Contractor's clarifications and assumptions, if any, with regard to the GMP Documents and information relied upon in preparation of the Guaranteed Maximum Price proposal. .4 The proposed Guaranteed Maximum Price, including a statement of the estimated cost with a level of detail, in a format, and summarized as mutually agreed in advance. The Guaranteed Maximum Price )nit AIA Document A295^'-4008. CopyngM®200a by The American Institute of Architects. All rights reservetl.WARNING: This AlA®Documant is protectetl by U.S. Copydght Law and International Treaties. Unauthorized reproduction or tlistdbution of this AIA® Document, or any portion of it, may resuk in 23 severe civil antl criminal penahias, and will be prosecutetl to the maximum extent possible under the law. This Document was produced by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) proposal will be organized by trade categories, allowances, contingencies, the Contractor's Fee, and other items that comprise the Guazantced Maximum Price. .5 The anficipated date of Substantial Completion upon which the Guaranteed Maximum Price proposal is based, and a schedule for the issuance dates of the Implementation Documents upon which the anticipated Substantal Completion date relies. § 7.9 The Contractor shall meet with the Owner, Construction Manager, and Architect to review the Guazanteed Maximum Price proposal. In the event that the Owner, Construction Manager, and Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Contractor, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 7.10 Once accepted by the Owner, the Guaranteed Maximum Price, including the written statement required under Section 7.8 as appropriate, shall be set forth in an amendment to the Owner-Contractor Agreement, a copy of which amendment the Owner shall provide to the Construction Manager and Architect. Upon the Owner's acceptance of the Guaranteed Maximum Price proposal, the Detailed Design Documents upon which the approved Guazanteed Maximum Price is based shall become part of the GMP Documents. § 7,10.1 Adjustments to the Guaranteed Maximum Price on account of significant, Owner-initiated changes in the Work not reasonably inferable from eazlier documents maybe determined by any of the methods listed in Section 9.21.3.3. § 7.10.2 A specific provision is made in the Owner-Contractor Agreement for adjustment of the Contractor's Fee in the case of changes in the Work. ARTICLE 8 IMPLEMENTATION DOCUMENTS PHASE § 8.1 Based on the GMP Documents and the Guaranteed Maximum Price, the Architect and Contractor shall prepare Implementation Documents. The Implementation Documents shall illustrate and describe the further development of the approved GMP Documents and shall set forth in detail the requirements for the construction of the Work. § 8.2 The Contractor shall coordinate with Subcontractors and material suppliers to obtain finalized cost information and schedules for their scopes of work and to ensure that [he Implementation Documents include complete, sufficient and unambiguous information for completion of the Work. § 8.3 The Contractor shall carefully study and compaze the Implementation Documents with each other and with information furnished by the Owner and shall at once report to the Construction Manager and Architect errors, inconsistencies or omissiats discovered. § 8.4 The Architect and the Contractor shall incorporate into [he hnplementafion Documents the design requirements of governmental authorities having jurisdiction over the Project. § 8.5 Pursuant to a schedule the Architect and Contractor agree to, the Contractor shall provide Shop Drawings and other submittals for the Architect's review and approval, and incorporation into the Implementation Documents. The review of such submittals shall be made pursuant to Section 9.12. § 8.6 The Owner and the Contractor shall agree, in writing, on the commencement date for construction of the Work. If the Owner and Contractor agree, the Contractor may begin construction of the Work during the Implementation Documents Phase, as appropriate. § 8.7 At the conclusion of the Implementation Documents Phase, the Owner, Construction Manager, Architect and Conhactor shall meet to review the Implementation Documents. Upon the Owner's approval of the Implementation Documents, they shall become part of the GMP Documents and shall take priority over the Detailed Design Documents. § 8.8 Fire Protection and Life Safety Systems: All life safety systems and building assemblies shall be designed by a professional engineer licensed in the state of Colorado, and shall be designed, constructed, and installed in accordance with the current applicable Aspen Fire Protection District requirements: NFPA 13, 13D, 13R as applicable; NFPA Init. AIA Document A295"'-2008. Copydght®21708 by The American Institute of Architects. All dghts reaen®tl.WARNING: This AlA®Document is protecletl by U.S. Copyn9ht Law and International Trealiea. Unauthorized reproduction or tlistribution otthis AIA Document, or any portion of it, may result in 24 severe civil antl criminal penalties, and will be prosecutetl to the maximum extant possible antler the law. This document was produced by AIA software at / 73:35:01 on 01/15/2070 under Order No.1000396752_t which expires on 04/22/2010, and is not for resale. User Notes: (7902864999) 72(Alarm Systems); 2003 Intemational Fire Code; all as amended by the AFPD and adopted by the City of Aspen at time of permit submittal It is the Contractor's sole responsibility to ensure the fire protection sprinkler system is compatible with the water system pressures existing at the Project site. ARTICLE 9 CONSTRUCTION PHASE § 9.1 GENERAL PROVISIONS § 9.1.1 The Contractor shall perform the Work in accordance with the GMP Documents. § 9.1.2 The Contractor shall not be relieved of obligations to perform the Work in accordance with the GMP Documents either by activities or duties of the Construction Manager nor the Architect in the Construction Manager's and Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor, or by any prior course of conduct with the Owner. § 9.1.3 The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to woperate with the Architect, the Construction Manager, and Commissioning Agent, and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to famish efficient business administration and supervision; to famish at all times an adequate supply of workers and materials; and to perform its services in an expeditious and economical manner consistent with the Owner's interests. § 9.2 REVIEW OF GMP DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 9.2.1 The Contractor shall visit the site and become generally familiar with local conditions under which the Work is to be performed and correlate personal observations with requirements of the GMP Documents. § 9.2.2 Because the GMP Documents are complementary, the Contractor shall, before starting construction of each portion of the Work, cazefully study and compare the various GMP Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.5, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. The Contractor shall promptly report to the Architect and Owner any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require, with a copy to the Constmction Manager. § 9.2.3 The Contractor is not required to ascertain that the GMP Documents aze in accordance with applicable laws, statutes, ordinances, codes, roles andregulations, or lawful orders ofpublic authorities. The Contractor shall promptly report in writing to the Construction Manager ,Architect and Owner any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Construction Manager and Architect mutually agree. § 9.2.4 Due to the responsibility the Contractor assumes throughout the development of the GMP Documents, neither the Owner nor the Architect shall be liable to the Contractor for damages resulting from errors, inconsistencies or omissions the Contractor reports pursuant to Section 9.2.2. However, if the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's requests for information pursuant to Section 9.2.3, the Contractor shall make Claims as provided in Article 13. If the Contractor fails to perform the obligafions of either Sections 9.2.2 or 9.2.3, the Contmctor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. § 9.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 9.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have conhol over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work trader the Contract. The Contractor shall evaluate the jobsite safety thereof and shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. § 9.3.2 The Contractor shall provide monthly written reports to the Construction Manager, Owner and Architect on the progress of the entire Work. The Contractor shall maintain a daily log containing a record of weather, Subcontractors working on the site, number of workers, Work accomplished, problems encountered and other similar relevant data as the Construction Manager or Owner may reasonably require. The log shall be available during all hours of operation on site to the Constmction Manager, Owner and Architect. Init. AIA Document A295TM -2008.Copyright®2008 by The American Institute of Architects. All rights reserved.WARNING: This AlA®DOCUment is protactetl by U.S. Copydght Law and Intemational Treaties. Unauthonzetl reprotluctlon or tlisiribution of this AIA® Document, or any portion of it, may resuh in 25 severe civil antl criminal penattin, and will be prosecutetl to the maximum a#ent possible antler the law. This document was produced by AlA Software at / 13:35:01 on 07/75/2010 under Ober No.7000396152_7 which er~ires on 04/22/2070, and is not for resale. Usar Notes: (1902864999) § 9.3.3 The Contractor shall develop a system of cost control for the Wotk, including regulaz monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Contractor shall identify variances between actual and estimated costs and report the variances to the Construction Manager, Owner and Architect in writing at regular intervals, but in no circumstances less often than monthly. § 9.3.4 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 9.3.5 The Contractor shall be responsible for inspecfion of portions of Work already performed to determine that such portions aze in proper condition to receive subsequent Work. § 9.3.6 The Contractor shall cazefully check its own work and that of Subcontractors as the work is being performed. The Contracts shall ensure that incorrect or faulty work is corrected immediately. § 9.3.7 The Contracts shall have weekly meetings fs the coordination of all mechanical and electrical activities. The Construction Manager and Architect's consultants maybe invited to attend by the Contracts, as appropriate. § 9.3.8 During the finishing stages of the project, the Contractor shall make frequent inspections of the Work in the presence of the Architect, the Construction Manager and the applicable Subcontracts(s) involved, if any, and the Architect shall identify incorrect and faulty Wsk. The Contractor shall ensse that incorrect or faulty Wsk is corrected immediately. § 9.4 LABOR AND MATERIALS § 9.4.1 Unless otherwise provided in the GMP Documents, the Contracts shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessazy fs proper execution and completion of the Wsk, whether tempsary or permanent and whether or not incorporated s to be incorpsated in the Work. § 9.4.2 Except in the case of minx changes in the Wsk authorized by the Architect in accordance with Sections 9.21.4, the Contracts may no[ make substitutions without the written consent of the Owner, after evaluation by the Architect and the Construction Manager and in accordance with a Change Order s Constmc[ion Change Directive. If the Contractor requests a material substitution after execution of the GMP Amendment, the Contractor shall retain liability for the performance of the substituted materials s products and shall certify that the substituted materials or products aze equal to s better than the original materials or products. All substitutions shall meet or exceed Department of Energy Building America and Aspen/Pitkin Efficient Building criteria. § 9.4.3 The Contracts shall enfsce strict discipline and good sder among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons s persons not propsly skilled in tasks assigned to them. The Owner may, by notice in writing, require the Contractor to remove from the Work any employee the Owner deems incompetent, careless s otherwise objectionable. § 9.4.4 All wsk under this Contract shall be performed in a skillful and workmanlike manner in accordance with industry standazds. § 9.5 WARRANTY § 9.5.1 The Contractor warrants to the Owner and Architect that materials and equipment famished under the Contract will be of good quality and new unless the GMP Documents require s permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the GMP Documents and will be free from defects, except fs those inherent in the quality of the Work the GMP Documents require s permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage s defect caused by abuse, alterations to the Work not executed by the Contractor, improper s insufficient maintenance, improper operation, s normal wear and tear and normal usage. If required by the Architect, the Contractor shall famish satisfactory evidence as to the kind and quality of materials and equipment. Init. AIA Document A295TM-2008. Copyrght®2008 by The American lnstitule of Architects. All rights reservetl.WARNING: This AlA®DOCUment is protectetl by U.S. Copyright Law antl International Treaties. Unauthorizetl reproduction or tlistdbution of this AIA® Document, or any portion of It, may result in 26 seven civil antl criminal penahies, and will be prosecuted to the mazlmum extent possible under the law. This document was produced by AlA Software at / 13:35:01 on 01/15/2010 under Order No.1000396152_1 which e~ires on 04/22/2010, and is not for resale. User Notes: (1902864999) § 9.5.2 The Contractor shall provide the original of, and assign to the Owner at the time of Substantial Completion of the Work, any and all Subcontractor's, Sub-subcontractor's, suppliers' and manufacturer's warranties, guarantees, and maintenance requirements required to maintain all warranfies and guazantees, relating to materials and labor used in the Work. These materials shall be assembled in Warranty Manuals and submitted to the Owner through the Construction Manager. The Contractor shall perform the Work in a manner consistent with and so as to preserve any and all such guarantees and warranties. If the Contractor performs warranty work during the warranty period which later is discovered to not have been performed correctly, the Contractor shall repair the work up to one year after the initial warranty work was performed. In the event that the Contractor, or any of its Subcontractors, performs any subsurface investigations, Contractor shall promptly forward copies of the results or reports of such investigations to the Owner, Construction Manager and Architect. § 9.5.3 Temporary or trial usage by the Owner of any mechanical device, machinery, appazatus, equipment, or any work or material supplied under the Contract before substantial completion and written acceptance by the Architect or Commissioning Agent, shall not be construed as evidence of the Architect's, Commissioning Agent's, Construction Manager's, or the Owner's acceptance of same, or the commencement of any warranty periods. § 9.5.4 The Owner shall have the right of such temporary or trial usage, for such reasonable time as the Owner, Commissioning Agent, or the Architect deem proper. § 9.5.5 If the Contractor so elects, it may, without cost to the Owner ,make such trial usage. However, trials shall only be conducted with the Architect's and Commissioning Agent's prior approval and under observation by either of them. Equipment and/or materials shall be replaced or returned to "as new" condition prior to acceptance by the Owner or Commissioning Agent. § 9.6 TAX EXEMPTION All purchases of supplies, construction or building materials shall not include Fedeml Excise Taxes or Colorado State or local sales or use ffixes. The Owner's State of Colorado tax identification number is 98-04557. The Owner's Federal Tax Identification Number is 84-6000563. § 9.7 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS § 9.7.1 Unless otherwise provided in the GMP Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that aze customarily secured and legally required at the time the Guaranteed Maximum Price is established. § 9.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 9.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 9.7.4 CONCEALED OR UNKNOWN CONDITIONS If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those upon which the parties relied in the development of the GMP Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after firs[ observance of the conditions. The Architect, Owner, and Construction Manager will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equiffible adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site aze not materially different from those indicated in the GMP Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, sffifing the reasons. If either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article 13. Init. AIA Document A285"'-2008. Copyright®20086y The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protectetl by U.S. Copyright Law antl International Trestles. Unauthorizetl reproduction or tlistdbution of this AIA® Document, or any portion of it, may result in 27 severe civil antl criminal penattiea, antl wilt be prosecutetl to the maximum extent possible under the law. This Document was protluced by AlA Software at ) 13:35:01 on 01/15/2010 untler Order No.1000396152_7 which expires on 04/22/2010, and is not for resale. User Notes: (1902864999) § 9.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial mazkers, azchaeological sites or wetlands not indicated in the GMP Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Construction Manager, Owner and Architect Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features maybe made as provided in Article 13. § 9.8 ALLOWANCES § 9.8.1 The Contractor shall include in the Contract Sum all allowances stated in the GMP Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contmctor has reasonable objection. § 9.8.2 Unless otherwise provided in the GMP Documents, .7 allowances shall cover the cost to the Contractor ofmaterials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 9.8.2.1 and (2) changes in Contractor's costs under Section 9.8.2.2. § 9.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 9.9 SUPERINTENDENT § 9.9.7 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work ,The Superintendent shall remain on the Project Site, without substitution, until all punch list items have been completed to the safisfaction of the Architect and the Commissioning Agent. No subcontractor shall perform work on the site without the presence of the Superintendent or Assistant Superintendent. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 9.9.2 The Contractor, as soon as practicable after award of the Contract, shall famish in writing to the Owner, Construction Manager and the Architect the name and qualifications of a proposed superintendent. The Construction Manager, Architect or the Owner may reply within fourteen (14) days to the Contractor in writing stating (1) whether the Construction Manager, Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Construction Manager, Owner or Architect require additional time to review. Failure of the Construction Manager, Owner or Architect to reply within the 14 day period shall constitute notice of no reasonable objection. § 9.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not reasonably be withheld or delayed. The Contractor shall designate a second person in charge in writing in the event the Superintendent is temporarily absent due to illness, vacation, or any other cause(s). § 9.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 9.10.1 The Contractor shall submit for the Owner's and Architect's information a Contractor's Construction Schedule for the Work compliant with the AGC's Construction Scheduling Guidelines. The schedule shall not exceed time limits current under the GMP Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the Contractor's entire Work in the Project, and shall provide for expeditious and practicable execution of the Work. § 9.10.2 The Contractor shall prepare a submittal schedule as part of each phase above, and update it, promptly after the Owner's acceptance of the Guaranteed Maximum Price and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Construction Manager's and Architect's approval. The Conslmction Manager's and Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be Init AIA Document A295TM -2008. Copyright®2008 by The American Institute of Architects. All dphts reserved. WARNING: This AIA® Document is protected by U.S. Copydght Law and International Treaties. Unauthodzetl reprotluction or distdbutlon of this AIA® Document, or any portion of k, may result in 28 severe civil antl criminal penaaies, antl will be prosecutetl to the maximum extent possible under the law. This document was produced by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000396152_7 which expires on 04/22/2010, and is not for resale. User Notes: (1902864999) coordinated with the Contractor's Construction Schedule, and (2) allow the Architect reasonable time to review submittals. [f the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. Shop Drawings, Product Data, Samples and similar submittals required during the Construction Phase are not GMP Documents. § 9.10.3 The Contractor shall perform the Work in accordance with the most recent Contractor's Construction Schedule approved by the Constmction Manager ,Owner and Architect. § 9.10.4 This Contractor's Construction Schedule will include, but is not limited to, work activities required by each section of the specifications as listed in the GMP Documents to complete the Work . The duration, sequence, cost for each work activity (sepazate amounts for labor and material), and dependency of the work activity on other work activities will be generated by the Contractor The Constmction Manager's Master Project Schedule is to be used, among other fimcfions, to provide a comprehensive planning tool for completion of both the Work and the Project. Contractor will cooperate fully with the Construction Manager in integrating the Contractor's Construction Schedule into the Master Project Schedule. § 9.10.5 Upon acceptance by the Construction Manager and all Contractors, the Master Project Schedule shall supersede previously submitted schedules. Each updated Master Project Schedule shall supersede previous updates. § 9.10.6 The Contractor shall cooperate with the Construction Manager in scheduling and performing the Contractor's Work to avoid conflict, delay in or interference with the Work of other Contractors or the operations of the Owner's own forces. § 9.10.7 The Construction Manager, together with the Contractor, will monitor the Master Project Schedule, and incorporate the Contractor(s) updates to their portions of this overall schedule. § 9.10.8 The Contractor will produce a short interval schedule on major weekly work activities. At each weekly job meeting this schedule will be reviewed by the Contractor with all affected Subcontractors and the Constmction Manager. § 9.10.9 Delivery and Storage. The Contractor shall exercise due diligence in seeing that all equipment, material, and supplies are delivered in advance of the time they are needed on the job. § 9.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site with the Construction Manager for the Owner one copy of the GMP Documents, in good order and marked currently to indicate field changes and selections made during construcfion, and one copy of approved submittals provided during construction. These shall be available to the Architect and shall be delivered to the Owner upon complefion of the Work as a record of the Work as constructed. § 9.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 9.12.1 Shop Drawings are drawings, diagams, models, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 9.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 9.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. § 9.12.4 The purpose of Shop Drawings, Product Data, Samples and similar submittals is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the GMP Documents for those portions of [he Work for which the GMP Documents require submittals. Review by the Architect is subject to the limitations of Section 9.26.5.2. Informational submittals upon which the Architect is not expected to take responsive action maybe so identified in the GMP Documents. Submittals that are not required by the GMP Documents maybe returned by the Architect without action. AIA Document A285TM -2008. Copyright®2008 by The American Institute of Architects. All rtghts reaervatl. WARNING: This AIA® Document is protectetl by Init. U.S. Copyright Law and Intamational Tmaties. Unauthodzed mproduclion or distribution of this AIA® Document, or any portion of it, may result in 29 sevem civil antl criminal penahias, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) § 9.12.5 The Contractor shall review for compliance with the GMP Documents, approve and submit to the Architect, with a copy to the Construction Manager, Shop Drawings, Product Data, Samples and similar submittals in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. § 9.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the informafion contained within such submittals as consistent with the requirements of the Work and the GMP Documents. § 9.12.7 The Contractor shall perform no portion of the Work that requires submittal and review of Shop Drawings, Product Data, Samples or similaz submittals until the respective submittal has been approved by the Architect. § 9.12.8 The Work shall be in accordance with approved submittals. § 9.12.9 The Contractor shall direct specific attention, in wrifing or on resubmitted Shop Drawings, Product Data, Samples or similaz submittals, to revisions other than those requested by the Architect on previous submittals. in the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 9.12.10 Before ordering any material or doing any Work, the Contractor shall verify all measurements for Work completed at the Project and shall be responsible for their accuracy. Any differences found shall be submitted to the Architect for consideration before proceeding with the Work. The Contractor shall use its utmost efforts to identify discrepancies in dimensions in a timely fashitxl and notify the Owner and Construction Manager of these prior to commencing any work affected by the ambiguous dimensions. No extra charge or compensation shall be allowed because of differences between actual measurements and the dimensions indicated on the drawings. § 9.13 USE Of SITE § 9.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the GMP Documents and shall not unreasonably encumber the site with materials or equipment. § 9.13.2 Protection of construction materials and equipment stored at the Project Site from weather, theft, vandalism, damage or all other adversity is solely the responsibility of the Contractor and its subcontractors, to the extent that such losses aze not covered by builder's risk insurance. § 9.13.3 During the performance of the Work required by this Agreement, the Contractor or Subcontractor, will use such entrances to the construction site that may be designated by the Owner . These entrances may be reviewed and changed from time to time by the Owner. § 9.13.4 The Owner shall be responsible for snow removal only on public sheets which have been dedicated to the City. Snow removal within the site for the purpose ofperforming and protecting Work shall be the responsibility of the Contractor. § 9.13.5 Site Snow Management: Contractor acknowledges that the Project is to be built in an azea of heary seasonal snows. Contractor shall be responsible for site slow removal and designated snow storage areas adequate to store 100% (one hundred percent) of the snow from the site during the snow season. § 9.13.6 The Contractor shall erect and maintain a 8'-0" chain link fence around the perimeter of the construction site throughout the Construction Phase. The azea inside the perimeter of the fence shall include areas adequate for 100% (~1e hundred percent) of site snow storage. § 9.13.7 The Contractor shall be responsible for the mitigation and/or abatement of all noise, dust, erosion, fumes, traffic, recycling of construction materials, or other by-product of construction activity that have an adverse affect on the adjacent residents. Such mitigation and/or abatement shall comply with the Aspen Building Department and AIA Document A295"' -2005. Copyright®2008 by The Amedcen Institute of Architects. All dghts reserved. WARNING: This AIA® Document is protected by Init. U.S. Copyright Law and International Treaties. Unauthodzed reproduction or tlistdbution of this AIA® Document, or any portion of rt, may resu0 in 30 severe civil and criminal penanies, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at ~ 13:35:01 on 01/15/2010 untler Ober No.1000396152_7 which expires on 04/22/2010, and is not for resale. User NOtea: (1902864999) Aspen Engineering Department's requirement for a Construction Management Plan (CMP), including but not limited to, Dust Control, Erosion Control, traffic management, recycling, mud mitigation and clean up and Noise Control. § 9.13.6 Erosion Control: Contractor shall prepare and implement a Stormwater Pollution Prevention Plan in accordance with EPA's National Pollutant Discharge Elimination System (NPDES) General Permit for stormwater dischazges from Large and Small Construction Activities (effective June 3Q 2008). Any mud tracked onto public roadways shall be removed daily. § 9.13.9 The Contractor is advised that the project site azea is subject to high winds. The Contractor shall maintain all materials secured s tied down daily to prevent possible damage caused by flying materials and debris. § 9.13.10 The Contractor shall maintain access azound the construction site. § 9.13.11 The Contractor shall famish and maintain sufficient sanitary facilities for its own forces. The facilities of the existng buildings will not be available for construction use. § 9.13.12 Inappropriate Behavior: The Contractor shall control its employees and subcontractors on the job site at all times. Alcohol and illegal drugs shall be strcdy prohibited on the Project at all times. Any intoxicated person(s) shall be immediately removed from the Project. Workers shall dress in an appropriate manner on the Project at all times. Profanity and loud s offensive behavior shall be strictly prohibited, as well as any other activities deemed inappropriate to the Owner. The Owner shall be entitled to demand the permanent removal from the Project of any person(s) who are repeat offenders. § 9.13.13 The Contractor shall layout and mark any plantings, shrubs and trees which will require removal a minimum of five (5) business days prior to their removal. The Contactor shall notify the Architect and Construction Manager in writing immediately upon completion of this marking. The Construction Manager will then give permission for removal in writing to the Contractor. Plantings, shrubs, and trees shall not be removed or damaged without such permission. § 9.13.14 The Contracts shall provide all reasonable protection to prevent damage, injury or loss to, all persons at the site and all property at the site and adjacent thereto. The Contractor acknowledges the Project site is adjacent to existing structures which will be occupied during the performance of the Work. § 9.13.15 The Contractor shall notify all public utility companies a minimum of two (2) business days prix to the commencement of any wsk by it or its subcontractors in the vicinity of the utilities. No work shall commence until the utilities have been located and staked by the utility company or written consent from the Architect to proceed has been given to the Contracts. If the utility service must be interrupted, the Contractor shall notify the head of the local utility services, the Owner, the Architect, the Construction Manager, and the utility users affected by the interruption. Such notice shall consist of direct written communication, publication in a local newspaper, and/or announcement on local radio or television stations, whichever is most reasonably calculated to give notice to such utility users. § 9.14 CUTTING AND PATCHING § 9.14.1 The Contracts shall be responsible for cutting, fitting s patching required to complete the Work s to make its parts fit together properly. All azeas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting fitting and patching, unless otherwise required by the GMP Documents. § 9.14.2 The Contractor shall not damage or endanger a portion of the Work s fully s partially completed construction of [he Owner s sepaate contractors by cutting, patching s otherwise altering such constmction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a sepazate contractor except with written consent of the Owner and of such sepazate contactor; such consent shall not be unreasonably withheld. The Contracts shall not unreasonably withhold from the Owner or a sepaate contractor the Contractor's consent to cutting s otherwise altering the Wsk. § 9.15 CLEANING UP § 9.15.1 The Contractor shall keep the premises and surrounding azea free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste AIA Document A295TM - 2008. Copyright ©2006 by The American Institute of Architects. All rights roservetl. WARNING: This AIA® Document is protectetl by Init. U.S. Copyright Law an0 International Treaties. Unauthorized reprotluction or tlistribution of this AIA® Document, or any portion of a, may resuH In 31 severe civil antl criminal pena0ies, antl will be prosecuted to the maximum extent possible antler the law. This Document was produced by AIA software at / 13:35:01 on 01/15/2010 antler Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. § 9.15.2 If the Contractor fails to clean up as provided in the GMP Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. § 9.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 9.17 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, processor product of a particular manufacturer or manufacturers is required by the GMP Documents, or where the copyright violations aze contained in Drawings, Specifications or other documents prepazed by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. § 9.181NDEMNIFlCATION § 9.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Construction Manager, Construction Manager's consultants, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees and expert witness fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall no[ be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 9.18. In the event Contractor is liable for all or any portion of any claim, damages, losses or expenses, Contractor shall reimburse Owner for its reasonable attorneys' fees, expert witness fees, and costs incurred that are attributable to Contractor's pro rata share of liability. § 9.18.2 )n c]aims against any person or entity indemnified under this Section 9.18 by an employee of [he Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable, the indemnification obligation under Section 9.18. t shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. § 9.19 SUBCONTRACTORS § 9.19.1 DEFINITIONS § 9.19.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the GMP Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or Subcontractors of a separate contractor. § 9.19.1.2 ASub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the GMP Documents as if singulaz in number and means aSub-subcontractor or an authorized representative of the Sub-subcontractor. § 9.19.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 9.19.2.1 The Contractor, as soon as practicable after execution of the Contract, shall famish in writing to the Constuction Manager, Owner and Architect the names of persons or entities (including those who are to famish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Construction Manager, Owner and Architect may reply within 14 days to the Contractor in writing stating (1) whether the Construction Manager, Owner or the Architect has reasonable objection to any such proposed person or entity or Init. AIA Document A295TM -2008. Copyrightm 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthodzetl reprotluction or tlisiribution of this AIA® Document, or any portion of it, may result in S2 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produce0 by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000396152_1 which e~yires on 04/22/2010, and is not for resale. User Notes: (1902864999) (2) that additional time is required for review. Failure of the Construction Manager, Owner or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 9.19.22 The Contractor shall not contract with a proposed person or entity to whom the Construction Manager, Owner or Architect has made reasonable and fimely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 9.19.2.3 If the Construction Manager, Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Construction Manager, Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 9.19.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Construction Manager, Owner or Architect makes reasonable objection to such substitution. § 9.19.2.5 The Contractor shall, after receipt of Notice to Proceed and approval of the list of subcontractors and material suppliers, place orders for all equipment, materials, and supplies required for the Work with reasonable promptness. Contractor shall submit to the Construction Manager evidence that such orders have been placed. § 9.19.3 SUBCONTRACTUAL RELATIONS By appropriate written ageement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the GMP Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Construction Manager, Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Construction Manager, Owner and Architect under the GMP Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the GMP Documents, has against the Owner. The Contractor shall require each Subcontractor [o enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subwntract agreement, copies of the GMP Documents and other documents to which the Subcontractor will be bound. The Contractor shall famish to Owner and Construction Manager copies of all subcontractor agreements upon request. § 9.19.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 9.19.4.1 Each subcontract agreement for a portion of the Work is assigned by the Conhactor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 7.2.2 of the Owner-Contractor Agreement and only for those subcontract ageements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relafing'to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 9.19.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 9.19.4.3 Upon such assignment to the Owner under this Section 9.19.4, the Ownermay further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. AIA Document A295"' -2008. Copyright®2008 by The American Institute of Architects. All rights reaervetl. WARNING: This AIA° Document Is proteaetl by Init. U.S. Copyright Law antl International Treaties. Unauthorizetl reprotluction or tllstrlbution of this AIA® Document, or any ponlon of tt, may msua In 33 severe civil antl criminal penahies, antl will be prosecuta0 to the maximum eMent possihle antler the law. This document was produced by AlA Software at ) 13:3501 on 07/15/2070 under Order No.1000398752_7 which expires on 04/22/2010, antl is not for resale. Usar Notes: (1902864999) § 9.20 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 9.20.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 9.20.1.1 The Owner reserves the right to perform constmction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operafions on the site under Conditions of the Contract identical or substantially similaz to these including those portions related to insurance and waiver of subrogation. If the Contmctor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 13. § 9.20.1.2 When sepazate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the GMP Documents in each case shall mean the Contractor who executes each separate contract. § 9.20.1.3 The Owner shall provide through the Construction Manager for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with the Construction Manager, other separate contractors and the Owner in reviewing their construction schedules in the context ofthis Master Project Schedule. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement with the Construction Manager and Owner. The Master Project Schedule and Contractor's Construction Schedule, as revised, shall then constitute the schedules to be used by the Constmction Manager, the Contractor, separate contractors and the Owner until subsequently revised. § 9.20.1.4 Unless otherwise provided in the GMP Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Contract. § 9.20.2 MUTUAL RESPONSIBILITY § 9.20.2.1 The Contractor shall afford the Owner, through the Constmction Manager, and sepazate contractors reasonable opportunity fot introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the GMP Documents. § 9.20.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Construction Manager and Architect in writing any apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then discoverable through Contractor's reasonable diligence. § 9.20.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities, failure to properly protect work in place, or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities, failure to properly protect work in place, damage to the Work, or defective construction. § 9.20.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner, separate contractors as provided in Section 9.25.2.5. § 9.20.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 9.14. § 9.20.30WNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, sepazate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and mbbish, the Owner may clean up and the Construction Manager will allocate the cost among those responsible. IniL AIA Document A285TM -2008.Copyright®2008 by The American lnstitule or Architects. All rights reserved.WARNING: This AlA®DOCUment is protected by U.S. Copyright Law antl International Treaties. Unauthodzed reprotluuYion or distdbution of this AIA® Document, or any portion of it, may result in ~ severe civil and criminal penalties, antl will be prosecuted to the maximum extent possible antler the law. This document was produced by AIA software at / 13:35:01 on OtH5/2010 under Order No.1000398152_1 which expires on 04/2712010, and is not for resale. User Notes: (1902864999) § 9.21 CHANGES IN THE WORK § 9.21.1 GENERAL § 9.21.1.1 Changes in the Work may be accomplished after execution of the Contract without invalidating the Contract, by Change Order, by the GMP Amendment, by Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Section 9.21 and elsewhere in the GMP Documents. § 9.21.1.1.1 Any increase or decrease to the Contract Time or Schedule resulting from changes to the GMP Documents shall be included in each Change Order. Responses to requests from the Owner, or Claims from the Contractor for an increase in the GMP shall include, if applicable, any request for change of the Contract Time or Schedule and the cost associated therewith. In the absence of an adequately documented request for change of the Contract Time or Schedule included in the request for a Change Order, no subsequent adjustment of the Contract Time or Schedule will be considered relative to such Change Order. § 9.21.1.1.2 The allowable overhead and profit on changes in the Work included in the total cost to the Owner shall be based on the following schedule: .1 For the Contactor, for Work performed by the Contractor's own forces, ten percent (10%) of the cost. .2 For the Contractor, for Work performed by the Contractor's Subcontractor, five percent (5%) of the amount due the Subcontractor. .3 For each Subcontractor or Sub-subcontractor involved, for Work performed by that Subcontractor or Sub-subcontractor's own forces, ten percent (10%) of the cost. .4 Fot each Subcontractor, for Work performed by the Subcontractor's Sub-subcontractors, five percent (5%) of the amount due the sub-subcontractor. .5 Cost to which overhead and profit is to be applied shall be determined in accordance with Subsection 9.21.3.7. § 9.21.1.1.3 Each Change Order request, Construction Change Directive price, or claim submitted by the Contractor shall be accomplished by a complete itemization of costs including labor, materials, and subcontracts. Subcontract pricing shall also be itemized. § 9.21.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architech, a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone § 9.21.1.2.1 Notwithstanding anything in the GMP Documents to the contrary, Amendments or Change Orders shall not be binding on the City except as follows: § 9.21.1.2.2 Amounts under $5,000 require only Department Head signature; § 9.21.1.2.3 Amounts between $5,000 and $1Q,000 require City Manager signature; § 9.21.1.2.4 Amounts between $10,000 and $25,000 require City Attorney and City Manager signature; § 9.21.1.2.5 Amounts over $25,000 require City Council approval and signature by the Mayor, or a duly authorized official in his absence. § 9.21.1.3 Changes in the Work shall be performed under applicable provisions of the GMP Documents, and the Contractor shall proceed promptly, unless otherwise provided in the GMP Amendment, Change Order, Construction Change Directive or order for a minor change in the Work. § 9.21.2 CHANGE ORDERS § 9.21.2.1 A Change Order is a written instrument prepared by the Construction Manager and signed by the Owner, Contactor and Architect stating their agreement upon all of the following: .1 The change in the Work; AIA Document A295"' - 2008. Copyright 02008 by The American Institute of Architects. All rights reservetl. WARNING: This AIA® Document is protected by Init. U.S. Copydght Law antl International Treaties. Unauthodzad reproduction or distribution of this AIA® Document, or any portion of it, may result in 35 severe civil antl criminal penalties, antl will be prosecuted to the maximum extent possible under the law. This dowment was produced by AlA Software at / 13:35:01 on 01/15/2010 under Order No.1000396752 1 which expires on 04/2712010, and is nm for resale. User Notes: (7902864889) .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 9.21.3 CONSTRUCTION CHANGE DIRECTIVES § 9.21.3.1 A Construction Change Directive is a written order prepazed by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 9.21.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 9.21.3.3 If the Constmction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based an one of the following methods: .1 Mumal acceptance of a lump sum properly itemized and supported by sufficient substantiating data [o permit evaluation; .2 Uni[ prices stated in the GMP Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutua]ly acceptable fixed or percentage fee; or .4 As provided in Section 9.21.3.7. § 9.21.3.4 If unit prices aze stated in the GMP Documents or subsequently agreed upon, and if quantities originally contemplated aze materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity [o the Owner or Conhactor, the applicable unit prices shall be equitably adjusted. § 9.21.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disageement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 9.21.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 9.21.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Construction Manager shall de[ennine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit in accordance with Section 9.21.1.1.2. In such case, and also under Section 9.21.3.3.3, the Contractor shall keep and present, in such form as the Construction Manager may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the GMP Documents, costs for the purposes of this Section 9.21.3.7 shall be limited [o the following: .1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance; .2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance and permit fees related to the Work; and .5 Additional, actual costs of supervision and field office personnel directly attributable to the change. § 9.21.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Construction Manager. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. AIA Document A295° - 2008. Copydght ®2008 by The American Institute or Architects. All rights reservetl. WARNING: This AIA® Document is protected by Init. U.S. Copyright Law and International Treaties. Unauthorized reproduction or tlistnbution of this AIA® Document, or any portion of it, may resun in 36 severe civil antl criminal penattlas, antl will ba prosecuted to the maximum extent possible under the law. This document was produced by AIA software at / 13:35:01 on 01/15/2070 under Order No.7000396152_1 which expires on 04/22/2010, antl is not for resale. User Notes: (1902884999) § 9.21.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Constmction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonably justified. The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 13. § 9.21.3.10 When the Owner and Contractor agce with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such ageement shall be effective immediately and the Construction Manager will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 9.21.4 MINOR CHANGES IN THE WORK The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the GMP Documents. Prior to issuing a Minor Change, the Architect shall notify the Owner and the Contractor of the nature, extent and anticipated time of issuance of the proposed directive. The Architect and Contractor shall make adjustments to the GMP Documents to reflect the proposed directive for the review of the Owner, Architect and Contractor. If the Contractor should determine that the proposed directive will increase the cost and time of completion of the Work or impact the Contractor's ability to construct the work in accordance with the revised GMP Documents, then the Contractor shall sonotify the Owner and the Architect. The Contractor shall not proceed without an approved Change Order or Construction Change Directive. § 9.22 TIME § 9.22.1 DEFINITIONS § 9.22.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the GMP Documents for Substantial Completion of the Work after commencement of Construction. § 9.22.1.2 The date of Substantial Completion is the date certified by the Architect in accordance with Section 10.1. § 9.22.1.3 The term "day" as used in the GMP Documents shall mean calendar day unless otherwise specifically defined. § 9.22.2 PROGRESS AND COMPLETION § 9.22.2.1 Time limits stated in the GMP Documents for the Substantial Completion of the Work are of the essence of the Contract. By executing the GMP Amendment the Contractor confirms that the Caltract Time is a reasonable period for performing the Work. § 9.22.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be famished by the Contractor and Owner, and execution of the GMP Amendment. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 9.22.2.3 The Contactor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 9.22.2.4 The Contractor shall begin the Work within five (5) days of the date of commencement in the Notice to Proceed . The Contractor shall cant' the Work forward expeditiously with adequate forces and shall achieve specific Contractual Milestone dates (if any), Substantial Completion, and Final Completion within the times stated in the GMP Documents. Init. AIA Document A295^'-2009. COpynght®2008 by The Amedcan lnsti[Ne of Architects. All rtghta reserved.WARNING: This AlA®DOCUment is protected by U.S. Copyright Law and International Trestles. Unauthortzed reproduction or tlistrtbutlon of this AIA® Document, or any portion of it, may resuk in 37 severe civil and criminal penalties, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at / 73:35:01 on 01/15/2010 under Order No.7000396152_7 which e~ires on 04/22/2070, and is not for resale. User Notes: (1902864999) § 9.22.2.8 In the even[ that the Contractor fails, or appears likely to fail, to complete a Contractual Milestone or completion date as evidenced by the latest update of the Contractor's Construction Schedule, through no fault of the Owner or Architect or Construction Manager, or any of their employees, the Owner shall have the right to impose any or all of the following options: § 9.22.2.8.1 Require the Contractor to prepaze a Recovery Plan to get back on schedule within ten (10) days. § 9.22.2.8.1.1 If the Recovery Plan proposed by the Contractor does not reflect completion of the Project by the applicable Contractual Milestone or completion dates in the current Contractor's Schedule, as adjusted, the Owner may unilaterally establish a Recovery Plan and the Contractor shall comply therewith, and/or the Construction Manager may require the Contractor to take any of the actions set forth below and its subsections without additional cost to the Owner, Construction Manager, or Architect, to makeup the lag in scheduled progress. § 9.22.2.8.2 Require the Contractor to increase its work force, work overtime, and/or extra shifts, and do whatever else is required by the Owner until Contractor gets back on schedule as established by the Contractor's Construction Schedule (including any updates thereto), such measures being at no extra cost to Owner . § 9.22.2.8.3 Withhold progress payment in accordance with Section 9.23.5.1 § 9.22.2.8.4 Contact or visit any factorg plant or distribution center whose production or delivery schedule may be causing a delay to the scheduled completion of the Work ,and expedite same, at Contractor's expense. § 9.22.2.8.5 Failure of the Contractor to substantially comply with the requirements of Section 9.22.2.8 shall be Bounds for a determination by the Owner that the Contractor is in breach of this Contract by failing to prosecute the Work to ensure its completion within both the Contract Time and the updated Contractor's Construction Schedule. § 9.22.2.8.6 LIQUIDATED DAMAGES Should the Contractor fail to substantially complete the Work on or before the date set forth in the GMP Amendment, as adjusted by Change Order, the Owner shall deduct from any monies due or which may become due to Contractor, a sum as specified therein, for each and every calendar day that the Work shall remain uncompleted. This sum shall be considered not as penalty but as the cost(s) of additional field and office expenses, additional consultants fees, and other expenses incurred by the Owner, caused by such delays. § 9.22.2.8.7 SCHEDULE OF LIQUIDATED DAMAGES: Owner shall deduct from Contractor Two Thousand Dollazs ($2,000 Dolkus) for each day after the Date of Substantial Completion set forth in the GMP Amendment until the Work is substantially complete as that term is defined in Section 10.1.2 and Three Thousand Dollazs ($3,000) for each day after the Date of Final Completion of the Work until the Work is finally complete as that term is defined in Section 10.2. The parties acknowledge and agree that the daily amounts set forth above for liquidated damages are reasonable due to increased costs of administrating the Contract, and increased consultants' expenses, incurred by the Owner due to delays in completion. § 9.22.3 DELAYS AND EXTENSIONS OF TIME § 9.22.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, the Construction Manager , any of their employees, or of a sepazate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in transportation, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending mediation; or by other causes that the Architect or Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect and Owner may determine. This provision shall not affect or limit the Owner's rights against any party other than the Contractor. § 9.22.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 13. § 9.22.3.3 This Section 9.22.3 does not preclude recovery of damages for delay by either party under other provisions of the GMP Documents. Init AIA Document AY95"" -2008. Copyright®2008 by The American Institute of Architects. All rtghis reserved. WARNING: This AIA® Document Is protected by U.S. Copyrtght Law antl International Treaties. Unauthorized reprotludion or distrtbution of this AIA Document, or any portion of It, may resuh in 38 severe civil and criminal penahies, and will be prosecuted to the maximum extent possible under iha law. This document was produced by AIA software at / 13:35:01 on 01/75/2010 under Order No.1000398152_1 which expires on 04/2212010, and is not for resale. User NOtea: (1902864999) § 9.23 PAYMENTS § 9.23.7 CONTRACT SUM The Contract Sum is the total amount payable by the Owner to the Contractor for performance of the Work under the GMP Documents, subject to the Guaranteed Maximum Price. § 9.23.2 SCHEDULE OF VALUES The Contractor shall submit to the Architect, Owner, and Constmction Manager, before the first Application for Payment submitted for construction of the Work, a Schedule of Values allocating the entire Contract Sum to the various portions of the Work and prepazed in such form and supported by such data to substantiate its accuracy as the Architect, Owner, and Construction Manager may require. The Schedule of Values shall include a separate line item for monthly updating of the As-Built Record Drawings in electronic format. This Schedule of Values, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 9.23.3 APPLICATIONS FOR PAYMENT § 9.23.3.7 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect and Construction Manager an itemized Application for Payment prepazed in accordance with the Schedule of Values, for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Construction Manager, Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the GMP Documents. § 9.23.3.1.1 As provided in Section 9.21.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. § 9.23.3.7.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intatd to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.23.3.2 Unless otherwise provided in the GMP Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similazly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such stored materials and equipment, which must be properly labeled with the Project identification, must be in a bonded wazehouse, must be available for inspection by the Architect and Constmction Manager, and must be accompanied by documentary evidence as to quantity and value of materials, including insurance on the materials as evidenced by a Certificate of Insurance or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.23.3.3 The Contractor warrants that title [o all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and cleaz of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. Evidence of payment for all work included in previous payments to the Contractor shall be provided in writing from each subcontractor and material supplier. § 9.23.3.4 As a condition precedent to payment, the Contractor shall demonstrate that the As-Built Record Drawings aze updated in electronic format, and the Contractor's Construction Schedule is updated, through the date of the Application for Payment. § 9.23.4 CERTIFICATES FOR PAYMENT § 9.23.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is Init AIA Document A285"'-2008.Copyright®2008 by The American Institute of Architects. All rights reserved.WARNING: This AIA°DOCUmeM is protected by U.S. Copyright Law antl International Trestles. Unauthodzed reprotluction or distdbution of this AIA® Document, or any portion of it, may rosua in 39 severe civil antl criminal penalties, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at / 13:35:01 on 01/15/2070 under Order No.7000396752_t which e~ires on 04/22/2070, and is not for resale. User Notes: (1902864999) properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.23.5.1. § 9.23.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based ort the Architect's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the GMP Documents, and that the As-Build Record Drawings aze updated in electronic format, and that the Contractor's Construction Schedule is updated, through the date of the Application for Payment. The foregoing representations aze subject to the Architect's evaluation of the Work for conformance with the GMP Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the GMP Documents prior to completion and to specific qualifications expressed by the Owner or the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.23.4.3 The Construction Manager shall maintain a record of the Applications and Certificates for Payment. § 9.23.4.4 Retainage of ten percent (10%) will be withheld until the Contractor is fifty percent (50%) completed with the Cons[mction Phase of the Work. Thereafter, the accumulated retainage may be held without additional retainage. § 9.23.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.23.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations [o the Owner required by Section 9.23.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner with a concurrent copy to the Construction Manager as provided in Section 9.23.4.1. If the Contractor, Construction Manager and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations tothe Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulfing from acts and omissions described in Section 9.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; .4 damage to the Owner or a separate contractor; .5 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual m liquidated damages for the anticipated delay; or .6 repeated failure to carry out the Work in accordance with the GMP Documents. .7 reasonable evidence the Work cannot be completed for the unpaid balance of the GMP; .8 contractor's failure to obtain necessary permits or licenses or to comply with applicable codes, regulations, or other laws; .9. failure to maintain current AsBuilt Record Drawings in electronic format; .10 fiilure to maintain a current, updated Constmc[ion Schedule; .11 failure of the Contractor to comply with provisions of the GMP Documents. § 9.23.5.2 When the above reasons for withholding certification aze removed, certification will be made for amounts previouslywithheld. In theeventtheArchitect nullifiesapreviouslyissued Certificate for Payment, and the Owner has, prior to such nullification, paid thereon, the Contractor shall promptly reimburse to the Owner amounts the latter had paid pursuant to the nullified Certificate for Payment. Altematelg the Owner may withhold payment in any subsequent Init. AIA Document A295'0 -2008.Copyright®2005 by The American lnstitule of Architects. All ngMS reservetl.WARNING: ihIS AIA®DOCUment is protected by U.S. Copydght Law antl International Trestles. Unauthorized reprotluction or distdbution of this AIA® Document, or any portion of it, may result in 4D severe civil and criminal penalties, and will be proaecutetl to the maximum extent possible under tha law. This document was produced 6y AIA software at / 13:35:07 on 07/75/2010 under Order No.1000396752_7 which expires on 04/22/2070, and is not for resale. User NOtes: (1902864999) Application for Payment, until the reasons for nullification of the previously issued project Certificate for Payment have been remedied. § 9.23.5.3 The Contractor shall not stop work or terminate the Contract if the Architect, should refuse to issue certification under Section 9.23.5 or its subsections or any other portion of the General Conditions as supplemented herein. § 9.23.5.4 If the Architect withholds certification for payment under Section 9.23.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such payment on the next Certificate for Payment. § 9.23.6 PROGRESS PAYMENTS § 9.23.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the GMP Documents, and shall so notify the Architect. § 9.23.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate ageement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.23.6.2.1 The Contractor shall no[ withhold from any Subcontractor sums due the Subcontractor for completed Work which has been paid for by the Owner. Sums withheld by the Owner from the Contractor for deficiencies solely attributable to the Contractor shall not be Bounds for the Contractor to withhold sums due to any Subcontractor. § 9.23.6.3 The Constmction Manager will, on request, furnish to a Subcontractor, if practicable, information regazding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.23.6.4 The Contractor shall provide written evidence to the Owner that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work, beginning with the second Application for Payment. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. § 9.23.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similaz to that provided in Sections 9.23.6.2, 9.23.6.3 and 9.23.6.4. § 9.23.6.6 A Certificate for Payment, a progess payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the GMP Documents. § 9.23.6.7 Payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held in trust by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. § 9.23.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the GMP Documents the amount certified by the Architect, then the Contractor may, upon 15 (fifteen) additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the GMP Documents. AIA Document A295'"' -2008. Copyright®2008 byThe American Insatule o(Amhitecis. All rights reserved. WARNING: This AIA'" Document is protected by Init U.S. Copyright Law antl International Treaties. Unauthorized reprotludlon or tllstributlon of this AIA® Document, or any portion of it, may resuh in 41 severe civil antl criminal penahies, and will be prosecutetl to the maximum aztant possible antler the law. This Document was protluced by AIA software at ) 13:35:01 on 01/15/2010 under Order No.1000396152 1 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) § 9.23.8 PARTIAL OCCUPANCY OR USE § 9.23.8.7 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section ] 1.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, re[ainage, if any, security, maintenance, heat, utlifies, damage to the Work and insurance, and have ageed in writing concerning the period for correction of the Work and commencement of warranties required by the GMP Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect and Constmcfion Manager as provided under Section 10.1.4. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.23.8.2 Immediately prior to such partial occupancy or use, the Owner and Construction Manager, the Commissioning Agent, Contractor and Architect shall jointly inspect the azea to be occupied or portion of the Work to be used in order to determine and carefully document the condition of the Work. § 9.23.8.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the GMP Documents. § 9.24 PROTECTION OF PERSONS AND PROPERTY § 9.24.7 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 9.24.2 SAFETY OF PERSONS AND PROPERTY § 9.24.27 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to .7 employEes on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under Gaze, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontractors; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and ufilifies not designated for removal, relocation or replacement in the course of construction. § 9.24.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 9.24.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 9.24.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary For execution of the Work, the Contractor shall exercise utmost care and carryon such activities only under supervision of properly qualified personnel. The Contractor shall not use or store explosives or other hazardous materials or equipment on the Project without the advance written consent of the Owner after 15 (fifteen) days written notice. § 9.24.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the GMP Documents) to property referred to in Sections 9.24.2.1.2 and 9.24.2.1.3 caused in whole or in part by the Contractor, aSubcontractor, aSub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 9.24.2.1.2 and 9.24.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them maybe liable, and not Init AIA Document A295TM -2008.Copyright®2008 by The Amedcan lnstitule of Architects. All dghta resen®d.WARNING: This AlA®DOCUment is protected by U.S. Copyright Law antl Intematlonal Treaties. Unauthorixetl reproduction or distribution of this AIA Document, or any portion of it, may resuk in 42 severe civil and criminal penattles, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AlA Software at f 13:35:01 on 07/'15/2010 under Order No.1 000396 7 52_t which expires on 04/22/ZOW, and is not for resale. User NOtea: (1902864999) attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor aze in addition to the Contractor's obligations under Section 9.18. § 9.24.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 9.24.2.7 The Contractor shall not permit any part of the constmction or site to be loaded so as to cause damage or create an unsafe condition. § 9.24.2.81NJURY OR DAMAGE TO PERSON OR PROPERTY If Owner or Contractor suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other to invesfigate the matter. § 9.24.3 HAZARDOUS MATERIALS § 9.24.3.1 The Contractor is responsible for compliance with any requirements included in the GMP Documents regazding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the GMP Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected azea and report the condition to the Owner, Construction Manager and Architect in writing. § 9.24.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the GMP Documents, the Owner shall famish in writing to the Construction Manager, Contractor and Architect the names and qualifications of persons or entities who aze to perform tests verifying the presence or absence of such material or substance or who aze to perform the task of removal or safe containment of such material or substance. The Construction Manager, Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Construction Manager, Contractor or Architect has as objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected azea shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up. (Paragraph deleted) § 9.24.3.4 The Owner shall not be responsible under this Secton 9.24.3 for materials or substances the Contractor brings to the site, to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 9.24.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 9.24.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. ~ (Paragraph deleted) § 9.24.4 EMERGENCIES In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 13 and Section 9.21. AIA Document A285'"' -2808. Copyright®2008 by The American Institute of Architects. All fights reserved. WARNING: This AIA° Document is protectetl Dy Init. U.S. Copyright Law and Intematlonal Treaties. Unauthorized reproduction or tlistribution of this AIA® Document, or any portion of it, may resua in severe civil and criminal penaales, antl will be prosecuted to tha maximum event possible under the law. This document wasproctuced by AlA Software at / 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (7902884999) § 9.25 UNCOVERING AND CORRECTION OF WORK § 9.25.1 UNCOVERING OF WORK § 9.25.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the GMP Documents, it must, if requested in writing by the Construction Manager or Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 9.25.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Construction Manager m Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the GMP Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the GMP Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a sepazate contractor in which event the Owner shall be responsible for payment of such costs. § 9.25.2 CORRECTION OF WORK § 9.25.21 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or Commissioning Agent or failing to conform to the requirements of the GMP Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Construction Manager's, Architect's and Commissioning Agent's services and expenses made necessary thereby, shall be at the Contractor's expense. § 9.25.2.2 AFTER SUBSTANTIAL COMPLETION § 9.25.2.2.1 In addition to the Contractor's obligatons under Section 9.5, if, within two years after the date of Substantial Complefiat of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.23.8.1, or by terms of an applicable special warranty required by the GMP Documents, any of the Work is found to be not in accordance with the requirements of the GMP Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the two-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 9.25.2.7. § 9.25.2.2.2 The two-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work § 9.25.2.2.3 The two-year period for correction of Work shall be extended for any corrective Work performed by the Contractor pursuant to this Section 9.25.2. The obligation to correct the Work shall include any repairs and replacement to any part of the Work or other property that is damaged by the defective Work. However in no instance shall the duty to correct, repair or replace the Work provided under this section exceed a durafion of three (3) years from the date of Substantial Completion. § 9.25.2.3 The Contractor shall remove from the site portions of the Work that aze not in accordance with the requirements of the GMP Documents and aze neither corrected by the Contractor nor accepted by the Owner. § 9.25.2.4 The Contractor shall bear the cost of correctng destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the GMP Documents. § 9.25.2.5 Nothing contained in this Section 9.25.2 shall be constmed to establish a period of limitation with respect to other obligations the Contractor has under the GMP Documents. Establishment of the two-year period for correction of Work as described in Scefion 9.25.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the GMP Documents maybe sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. AIA Document A295TM -2009. Copyright®2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by Init. U.9. Copyright Law antl International Treaties. Unauthorizetl reprotluction or distribution of this AIA® Document, or any portion of it, may result in ~ severe civil and criminal penalties, and will be prosecutetl to the maximum extent possible under the law. This documem was produced by AIA software at ) 13:35:01 on 01/15/2010 untler Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1902804999) § 9.25.2.60WNER'S RIGHT TO STOP THE WORK Upon wmmencement of the Work, if the Contractor fails to corzect Work that is not in accordance with the requirements of the GMP Documents as required by Section 9.25.2 or repeatedly fails to carry out Work in accordance with the GMP Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 9.20.1.3. , § 9.25.2.70WNER'S RIGHT TO CARRY OUT THE WORK Upon commencement of the Work, if the Contractor defaults or neglects to carry out the Work in accordance with the GMP Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of corzecting such deficiencies, including Owner's expenses and compensation for the Construction Manager's or Owner's or Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts chazged to the Contractor aze both subject to prior approval of the Construction Manager. If payments then or thereafter due the Contractor aze not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. § 9.25.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the GMP Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. § 9.26 ARCHITECT'S ADMINISTRATION OF THE CONTRACT § 9.26.1 The Architect shall provide administration of the Contract as set forth below. § 9.26.2 The Architect shall advise and consult with the Owner during the Constmction Phase. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, chazge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the GMP Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or chazge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 9.26.3 The Architect responsibility to administer the Contract terminates on the date the Owner approves the final Certificate for Payment. § 9.26.4 EVALUATIONS OF THE WORK § 9.26.4.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 1.5.4 in the Agreement between the Owner and Architect, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the GMP Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the W ork. On the basis of the site visits, the Architect shat l keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the GMP Documents and from the most recent construction schedule, and (2) defects and deficiencies observed in the Work. § 9.26.4.2 The Architect has the authority to reject Work that does not conform to the GMP Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the GMP Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Init. AIA Document A296"'-2009. Copyright®2008 by The American Institute of Architects. All dghts roservetl. WARNING: ThIS AIA Document is protected by U.S. Copyright Law andlntemational Treaties. Unauthorizetl reproduction or distdbution of this AIA® Document, or any portion of it, may resuk in ~ severe civil antl criminal penahies, antl will be Orosacutetl to the maximum extent possible under the law. This document was produced by AIA software at / 73:35:01 on 01/15/2010 under Order No.7 000396 7 52_1 which e~yires on 04/22/2070, and is not for resale. USBr Notes: (1902864999) Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. § 9.26.4.3 The Architect, in consultation with the other Project participants, shall interpret and decide matters concerning performance under, and requirements of, the GMP Documents on written request of either the Construction Manager, Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 9.26.4.4 Interpretations of the Architect shall be consistent with the intent of and reasonably inferable from the GMP Documents and shall be in writing or in the form of drawings. When making such interpretations, and decisions, the Architect shall not show partiality to either, and shall not be liable for results of interpretations rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the GMP Documents. § 9.26.5 SUBMfTTALS § 9.26.5.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule m, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 9.26.5.2 In accordance with the Architect-approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment of systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any constmc[ion means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 9.26.5.3 If the GMP Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review shop drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 9.26.5.4 The Architect shall review and respond to requests for information about the GMP Documents. The Architect shall set forth in the GMP Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarificafion and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within anytime limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 9.26.5.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the GMP Documents. ARTICLE 10 CLOSEOUT PHASE § 10.1 PROJECT COMPLETION § 10.1.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the Owner, fot the Owner's review and records, written warranties and related documents required by the GMP Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the GMP Documents. AIA Document A295TM - 2008. Copyright ®2008 by The American Institute of Architects. All rtghts reserved. WARNING: This AIA® Document is protected by Init. U.S. Copyright Law antl International Treaties. Unauthorized reproduction or distrtbutlon of this AIA® Document, or any portion of It, may result in 4B severe civil antl criminal penahles, antl will be prosecutetl to the maximum extent possible antler the law. This document was produced by AIA software at ) 13:35:07 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2070, and is not for resale. User NOtes: (7902964899) § 10.1.2 Substantial Completion is the stage in the progess of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the GMP Documents so that the Owner can occupy or utilize the Work for its intatded use. § 10.1.3 The Construction Manager shall schedule the Architect's inspections to be conducted with the Owner and the Commissioning Agent to check conformance of the Work with the requirements of the GMP Documents and to verify the accuracy and completeness of the list submitted by the Contractor of W ork to be completed or corrected. § 10.1.4 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepaze and submit to the Architect and CO115t000tiOn Manager a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the GMP Documents. § 10.1.5 Upon receipt of the Contractor's list, the Architect and Commissioning Agent will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's or Commissioning Agent's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the GMP Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect or Commissioning Agent. in such case, the Contractor shall then submit a request for another inspection by the Architect and Construction Manager to determine Substantial Completion. § 10.1.6 When the Work or designated portion thereof is substantially complete, the Architect will prepaze a Certificate of Substantial Completion that shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, ifany, for final completion or correction of the Work, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the GMP Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 10.1.7 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if ang to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of claims or bonds indemnifying the Owner against claims; and (3) any other documentation required of the Contractor under the GMP Documents. § 10.1.8 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. § 10.1.9 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for 200% of the value of the Work that is incomplete or not in accordance with the requirements of the GMP Documents. The value of the incomplete or noncompliant Work shall be based on the Cost to the Owner to complete or repair the Work using other Contractors. § 10.1.10 The Contractor shall provide a digital video record of all Owner stafftraining and commissioning of equipment. These videos will become a permanent part of all Operations and Maintenance manuals as applicable. § 10.1.11 The Contractor shall famish the Owner "As-built Record Drawings" on CD disk using AutoCAD Version 2004 or later, and one set of reproducible mylars, certified and stamped by an engineer licensed in the State of Colorado. The Architect shall famish one set of the original bidding documents to the Contractor for this work as "backgounds" in electronic media as described above. Record Specifications shall be similarly modified, using the latest version of MS Word Windows XP. The Contractor shall famish the Owner "As-built Record Drawings" on compact disk at Final Completion. Init. AIA Document A285"'-2008. Copyright®2008 by The American Institute of Architects. All fights reserved. WARNING: This AIAe Document is protedetl by U.S. Copyright Law and Intematlonal Treaties. Unauthodzed reproduction or tlistdbution of this AIA® Document, or any poRlon of it, may resuh in 47 severe civil antl criminal penakies, and will be prosecuted to the maximum eMent possible under the law. This tlocumeM was produced by AlA Software at / 13:35:01 on 01/15/2010 antler Ortler No.100039a152_1 which expires on 04/2212010, and is not for resale. User NMes: (1902864999) § 10.2 FINAL COMPLETION AND FINAL PAYMENT § 10.2.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance, and a Final Certificate of Occupancy has been obtained on each building, and upon receipt of a final Application for Payment, the Construction Manager will schedule the Architect and Commissioning Agent to promptly make such inspection and, when the Architect and Commissioning Agent find the Wotk acceptable under the GMP Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the ArchitecPs on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the GMP Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 10.2.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 10.2.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the GMP Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the GMP Documents, (4) consent of sorely, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as maybe designated by the Owner. If a Subcontractor refuses to famish a release or waiver required by the Owner, the Contractor may furnish a bond sa[isfadory to the Owner to indemnify the Owner against such claim. If such claim remains unsatisfied after payments aze made, the Contractor shall refund to the Owner all money [hat the Owner may be compelled to pay in discharging such claim, including all costs and reasonable attorneys' fees. § 10.2.3 If, after Substanfial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manager or Architect so confirm, the Owner shall, upon application by the Contractor, or recommendation by the Construction Manager, and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the GMP Documents, and if bonds have been famished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 10.2.4 The making of final payment shall constitute a waiver of Claims by [he Owner except those arising from .1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the GMP Documents; or .3 terms of special warranties required by the GMP Documents. § 10.2.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Owner intends to purchase and maintain an Owner's Consolidated Insurance Program ("OCIP") to cover the liability insurance and excess liability insurance during the construction and completed operations phases of the Project. The OCIP is not expelled to include any Workers' Compensation inswance coverage orprofessiona] liability insurance coverage. The OCIP will not provide any insurance coverage for the Project prior to the start of constructon. Until the OCIP insurance coverage is further clarified by addendum, the Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such inswance as will protect the Contractor from claims set forth below which may arise out of or result from the Contactor's operations and completed operations under the Contract and for which the Contractor maybe legally AIA Document A295r" - 2008. Copyright ®2008 by The American Institute of Architects. All rights roserved. WARNING: This AIA® Document is protected by Init. U.a. Copyright Law antl International Troaties. Unauthodzetl reproduction or tlistribution of this AIA® Document, or any portion of it, may resuk in severe civil and criminal penahies, and will be prosecuted to the maximum extent possible under the law. This documen[was produced by AIA software at / 13:35:01 on 01/15/2010 antler Order No.1000396152_1 which expires on 04/22/2010, antl is not for resale. User NOtes: (1902864999) liable, whether such operatons be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them maybe liable: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that aze applicable to the Work to be performed; .2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .8 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 Claims for bodily injury or property damage arising out of completed operations; and .8 Claims involving contractual liability insurance applicable to the Contractor's obligatons under Section 9.18. § 11.1.2 The insurance requited by Section 11.1.1 shall be written for not less than limits of liability specified in the GMP Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the GMP Documents, or until the end of the Colorado statute of repose, whichever is longer. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. Information ctmceming reduction of coverage on account of claims paid under the General Aggregate, shall be furnished by the Contractor with reasonable promptness. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the GMP Documents to include (1) the Owner, the Construction Manager, the Architect and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. § 11.1.5 Limits of Insurance: .1 Workers' Compensation insurance to cover obligations imposed by applicable Colorado laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED THOU- SAND DOLLARS ($500,000.00) disease -policy limit, and FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease -each employee. The policy shall contain a waiver of subrogation in favor of the Owner. .2 Commercial General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) aggegate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injuuy, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, XCU, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision and a waiver of subrogation in favor of the Owner. .3 Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE AIA Document A295^' - 2999. Copyright ®2008 by The American Institute of Architects. All rtghta reservetl. WARNING: This AIA® Document is protecletl by Init U.S. Copydght Law and International Treaties. Unamhortzetl reprotluction or distribution of this AIA® Document, or any portion of it, may result in 49 severe civil and criminal penalties, antl will be prosecutetl to the maximum extent possible under the law. This Document was protlucetl by AIA software at / 73:35:07 on 07/75/2070 under Order No.7000396752_7 which expires on 04/22/2010, and is not for resale. Usar NOtes: (1902864999) MILLION DOLLARS ($1,000,000.00) aggegate with respect to each Contractor's owned, hired and non-owned vehicles assigned to or used in performance of the Work. The policy shall contain a severability of interests provision and a waiver of subrogation in favor of the Owner. .4 Professional Ldabiliry insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000) aggregate. § 11.1.6 Failure to maintain insurance: Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which Owner may immediately terminate this contract, or at its discretion Owner may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection [herewith, and all monies so paid by Owner shall be repaid by Contractor to Owner upon demand, or Owner may offset the cost of the premiums against monies due from Owner. § 11.1.7 Insurance Polilties: Owner reserves the right to request and receive a certified copy of any policy and any endorsement thereto. § 11.1.8 Govemmental Immunity: The parties hereto understand and agree that Owner is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $15Q,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to Owner, its officers, or its employees. §11.1.9 Owner's Insurance: The parties hereto understand that the Owner is a member of the Colorado Intergovern- mental ffisk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Contractor for inspection during normal business hours. Owner makes no representations whatsoever with respect to specific coverages offered by CIRSA. Owner shall provide reasonable notice of any changes in its membership or participation in CIRSA. §11.1.10 Deductible: The Contractor shall pay any amounts not covered because of a deductible. § 11.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 PROPERTY INSURANCE § 11.3.1 Unless otherwise provided, 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 initial Contract Sum, plus value of subsequent Contract Modificafions, Amendments, and cost ofmaterials 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 GMP Documents or otherwise agreed in writing by all persons and enfifies who are beneficiaries of such insurance, until final payment has been made as provided in Section 10.2 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, whichever is later. This insurance shall include interests of the Owner, the Construction Manager, the Contractor, Subcontractors and Sub-subcontractors in the Project. § 11.3.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without ]imitation, insurance against [he 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 Architect's and Contractor's services and expenses required as a result of such insured loss. (Paragraph deleted) § 11.3.1.3 If the property insurance requires deductibles, the Contractor shall pay costs not covered because of such deductibles. AIA Document A296"' -21109. Copyright®2008 byThe American Institute of Architects. All fights reserved. WARNING: This AIA® Document is protected by Init. U.S. Copydght Law and Intematlonal Treaties. Unauthodzetl reprotluction or disidbution of this AIA® Document, or any portion of it, may resu9 in SD severe civil and criminal penaaies, and will be prosecutetl to the maximum extent possible under the law. This document was produced by AIA software a[ t 13:35:01 on 01/15/2010 under Order No.1000396152_t which expires on 04/2212010, and is not for resale. User Notes: (1902864999) § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.3.1.5 Partial occupancy or use in accordance with Section 9.23.8 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3.2 BOILER AND MACHINERY INSURANCE The Contractor shall purchase and maintain boiler and machinery insurance required by the GMP Documents or by law, which shall specifically cover such•insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Construction Manager, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. § 11.3.3 LOSS OF USE INSURANCE The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. § 11.3.4If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Contractor may include such insurance, and the cost thereof shall be submitted to the Owner for a determination regarding incorporating the cost into the GMP. § 11.3.5 Before an exposure to loss may occur, the Contractor shall file with the Owner a copy of each policy that includes insurance coverages required by this Section 11.3. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Owner. § 11.3.6 WAIVERS OF SUBROGATION The Owner and Contractor waive all rights against (1) each other and any of their Subcontractors, Sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, Construction Manager, separate contractors described in Section 9.20, if any, and any of their Subcontractors, Sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3, except such rights as they have to proceeds of such insurance held by the Owner. The Owner m Contractor, as appropriate, shall require of the Architect, Architect's consultants, Construction Manager, separate contractors described in Section 9.20, if any, and the Subcontractors, Sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similaz waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium dvectly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. § 11.3.7 A loss insured under the Contractor's property insurance shall be adjusted by the Owner in good faith and made payable to the Owner for the insureds, as their interests may appeaz, subject to requirements of any applicable mortgagee clause and of Section 11.3.10. The Contractor shall pay Subcontractors their just shazes of insurance proceeds received by the Contractor, and by appropriate written agreements, shall require Subcontractors to make payments to their Sub-subcontractors in similaz manner. § 11.3.8 The Owner shall deposit in a sepazate account proceeds so received, which the Owner shall distribute in accordance with such agreement as the parties in interest may reach, or as determined by Court Order. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by [he Contractor after notification of a Change in the Work in accordance with Section 9.21. AIA Document A285^' - 2008. Copyright ®2008 by The American Institute of Amhitecls. All dghla reserved. WARNING: This AIA° Document is protectetl by Inlt• U.S. Copyright Law and International Treaties. Unauthorized raprotludion or distribution of this AIA® Document, or any portion of it, may resuN in $1 severe civil and criminal penaaies, and will he prosacutetl to the maximum extent possible under the law. This document was produced by AlA Software at / 73:35:07 on 07/15/2010 under OMer No.7000398152_1 which expires on 04/22/2070, and is not for resale. User NOtea: (7902864999) § 11.3.9 The Owner shall have power [o adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. (Paragraph deleted) § 11.4 PERFORMANCE BOND AND PAYMENT BOND § 11.4.1 The Contractor shall furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder, each in the amount of the full Contract Sum for Preconstruction Services, on the date of execution of the Contract. Upon acceptance of the Guaranteed Maximum Price by the Owner and execution of the GMP Amendment, such bonds shall be increased to an amount equal to the Guaranteed Maximum Price plus Preconstruction Services. Such bonds shall be issued by a surety company licensed in Colorado, with an A.M. Best rating of at least A-, included on the U.S. Treasury Department's listing of approved sureties, and acceptable to the Owner. § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising lmder the Contrail, the Contractor shall promptly famish a copy of the bonds or shall authorize a copy to be furnished. § 11.4.3 The bond form shall be Performance Bond -AIA Document A312, 1984 Edition, pages one through and including seven, including a certified Power of Attorney. § 11.4.4 Performance and Payment Bonds maybe required by the Owner, at the Owner's sole discretion, from subcontractors. If the Owner requests performance and payment bonds from subcontractors, then the Owner will pay such actual, additional expenditures as Cost of the Work. § 11.4.5 The Contractor shall also furnish maintenance bonds as required under the GMP Documents. ARTICLE 12 MISCELLANEOUS PROVISIONS § 12.1 SUCCESSORS AND ASSIGNS § 12.1.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the GMP Documents. Except as provided in Section 12.1.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 12.1.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing constmcfion financing for the Project, if the lwder assumes the Owner's rights and obligations under the GMP Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 12.2 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known [o the party giving notice. § 12.3 RIGHTS AND REMEDIES § 12.3.1 Duties and obligations imposed by the GMP Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 12.3.2 No acfion or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as maybe specifically agreed in writing. § 12.4 TESTS AND INSPECTIONS § 12.4.1 Tests, inspections and approvals of portions of the Work shall be made as required by the GMP Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless Init. AIA Document A295TM -2009.Copyright®2008 by The American Institute of Architects. All rights roserv®d.WARNING: This AlA®Documant is protected by U.S. Copyright Law antl International Treaties. Unauthorizetl roprotluction or distribution of this AIA Document, or any portion of it, may result in 52 severe civil antl criminal penalties, and will be prosecutetl to the maximum extent possible antler the law. This document was produced by AIA soflwaro at / 73:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2070, and is not for resale. Usar NOtas: (1902864999) otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall beaz all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections aze to be made so that the Architect may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids aze received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cos[ to the Contractor. § 12.4.2If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 12.4.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspectons are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 12.4.3, shall be at the Owner's expense. § 12.4.3If such procedures for testng, inspection or approval under Sections 12.4.1 and 12.4.2 reveal failure of the portions of the Work to comply with requirements established by the GMP Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Conhactor's expense. § 12.4.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the GMP Documents, be secured by the Contractor and promptly delivered to the Architect. § 12.4.5 If the Architect is to observe tests, inspections or approvals required by the GMP Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 12.4.6 Tests or inspections conducted pursuant to the GMP Documents shall be made promptly to avoid unreasonable delay in the Work. § 12.5 INTEREST Payments due and unpaid under the GMP Documents shall bear interest from the date payment is due at the legal mte prevailing in Colorado of eight percent (8%) per annum, compounded annually. No interest shall be due to the Contractor for payments retained or withheld as a result of subcontractor or materialmen claims. No interest shall be due to the Contractor on re[ainage withheld due to incomplete or defective Work. § 12.6 TIME LIMITS ON CLAIMS The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with Article 13 within the time period specified by Colorado law. The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 12.6. ARTICLE 13 CLAIMS AND DISPUTES § 13.1 CLAIMS § 13.1.1 DEFINITION A Claim is a demand or assertion by the Owner, or Contractor seeking, as a matter of right, payment of money, or other relief with respect to disputes and matters in question between arising out of or relating to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 13.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Construction Manager.. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 13.1.2.1 Claims against the Owner shall be in the form of a written notice containing the name and address of the claimant, and the name and address of the attorney, if any; a concise statement of the basis of the claim, including the AIA Document A285"' - 2008. Copyright ®2008 by The American Institute of Amhitects. All dghts reserved. WARNING: This AIAe Document is protected by Inrt. U.S. Copyright Law antl lnternatlonal Treaties. Unauthorizetl reproduction or tlistribution otthis AIA® Document, or any portion of it, may resuh in 53 severe civil and criminal panatties, and will be prosecuted to the maximum extent possible under the law. This document was protlucetl by AlA software at / 13:35:07 on 01/75x2010 under Order No.7 000396 7 52_7 which e~ires on 04/22/2010, antl is not for resale. User NMes: (1902864999) date, time, place, and circumstance of the act, omission, or event complained of; a concise statement of the native and extent of the injury claimed to have been suffered; and a statement of the amount of monetary damages that is being requested. § 13.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.23.7 and Article 7 of the Owner-Contractor Agreement, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the GMP Documents. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker. § 13.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating [o an emergency endangering life or property arising under Section 9.24.4. § 13.1.4.1 in no event shall adjustment to the Contract Sum be made for conditions of which the Contractor knew or should have been known, or which would have been noticed by a Contractor of similaz experience pursuant to on-site inspection; by conditions referenced in any other inspections or tests concerning the site which have been made available to the Contractor, which have been performed by the Contractor or its subcontractors, or are part of the GMP Documents used in constructing the improvements. § 13.1.5 CLAIMS FOR ADDITIONAL TIME § 13.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cos[ and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 13.1.5.2 If adverse weather conditions aze the basis for a Claim for additional fime, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 13.1.5.3 Extensions of the Contract Time for delays due to weather conditions may be made only when such conditions aze more severe and extended than those reflected by the ten-year average for the month as evidenced by the Colorado Climate Data maintained by Colorado State University, Fort Collins, Colorado, or other data as mutually agreed between Owner and Contractor, for the project area. Extensions of time due to weather will be granted on the basis of one-and-four-tenths (1.4) calendaz days added for every working day lost, with each separate extension figured to the nearest whole calendar day. The extension of the Contract Time for weather conditions will occur only in the event that the weather in question impacted activities on the critical path of the Contractor's current Construction Schedule. (Paragraphs deleted) § 13.21NITIAL DECISION § 13.2.7 Claims arising after the commencement date of the Work, excluding those arising under Sections 9.24.3, 9.24.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker. Except for those Claims excluded by this Section 13.2.1, an initial decision shall be required as a condifion precedent to mediation of any such Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 13.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Inital Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Inital Decision Maker to resolve the Claim. AIA Document A296TM - 2008. Copyright ®2008 by The American Insatule of Architects. All rights reserved. WARNING: This AIA® Document is protected by Init. U.S. Copyright Law antl Intematlonal Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any ponion of it, may resuh in r~ severe civil and criminal penagles, antl will be prosecutetl to the maximum extent possible antler the law. This document was protluced by AIA software at / 13:35:01 on 01/15/2010 antler Order No.1000396152_1 which expires on 04/22/2010, antl is not for resale. User NOtes: (1902664999) § 13.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 13.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to famish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be famished or (3) advise the Initial Decision Maker that no supporting data will be famished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in P~ § 13.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 13.2.6 Either party may file for mediation of an initial decision at any time, subject [o the terms of Section 13.2.6.1. § 13.2.6.1 Either party may, within 30 days from the date of an initial decision, demand in writing that the other party file for mediation within GO days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 13.2.7 in the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 13.2.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 13.3 MEDIATION § 13.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Project except those waived as provided for in Sections 10.2.4, 10.2.5, and 13.1.6 shall be subject to mediation as a condifion precedent to litigation. Venue and jurisdiction for any suit brought to enforce the terms of this Agreement shall be in Pitkin County District Court, State of Colorado. § 13.3.2 The pafiies shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the Judicial Arbiter Group, Denver, Colorado, in accordance with Construction Industry Mediation Procedures in effect on the date of the Owner-Contractor Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contmd, and filed with the person or entity administering the mediation. The request maybe made concurrently with the filing of litigation but, in such event, mediation shall proceed within 60 days from the date of filing, unless stayed for a longer period by agreement of the parties. § 13.3.3 The parties shall shaze the mediator's fee and any filing fees equally. The mediation shall be held in Aspen, Colorado. Written Ageements, executed by the parties, reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE 14 OWNER'S ADDITIONAL SPECIFlC CONCERNS § 14.1 Notwithstanding the above, the Owner has a unique set of stakeholders with which the Owner must cooperate and coordinate. The Contractor shall cooperate with the Owner and the Owner's stakeholders throughout the Project when requested by the Owner. .1 The Contractor shall participate once per month in a progress meeting with the Owner, including a walk-through of the site. AIA Document A295"' - 2099. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by Init. U.S. Copydght Law and International Treaties. Unauthorized reproduction or distdbution of this AIA® Document, or any portion of il, may resu9 in 55 severe civil and criminal penaaiea, and will be prosecuted to the maximum extent possible under the law. This documem was produced by AlA Software a[ / 13:35:01 on 01/152010 under Order No.1000396152_1 which expires on 04/27/2010, and is not for resale. User Notes: (1902884999) 2. The Owner may request tours from time to time of the project and the site. The Contractor shall indicate in writing when such activity will be permitted and when the site is off limits. These requirements shall be coordinated through the Construction Manager. ARTICLE 15 Illegal Aliens -CRS 8.17.5.101 B 2476.5701 § 15.7 Purpose. During the 2006 Colorado legislative session, the Legislature passed House Bills 06-1343 (subsequently amended by HB 07-1073) and 06-1023 that added new statutes relafing to the employment of and contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions, including the Owner, from knowingly hiring an illegal alien to perform work under a contract, or to knowingly contract with a Contractor who knowingly hires with an illegal alien to perform work under the contract. The new laws also require that all contracts for services include certain specific language as se[ forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this new law. § 75.2 Definitions. The following terms aze defined in the new law and by this reference are incorporated herein and in any contract for services entered into with the Owner. .1 "&verify program" means the electronic employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is jointly administered by the United States Departrnent of Homeland Security and the social security Administration, or its successor progam. .2 "Department program" means the employment verification program established pursuant to Section 8-17.5-102(Sxc). .3 "Public Contract for Services" means this Agreement. .4 "Services" means the famishing of labor, time, or effort by a Contractor or a subcontractor not involving the delivery of a specific end product other than reports that aze merely incidental to the required performance. § 15.3 By signing this document, Contractor certifies and represents that at this time: .1 Contractor shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services; and .2 Contractor has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not illegal aliens. § 75.4 Contractor hereby confirms that: .l Contractor shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. .2 Contractor shall not enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. .3 Contractor has confirmed the employment eligibility of all employees who aze newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. .4 Contractor shall not use the either the e-verify program or the departrnent program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. .5 If Contractor obtains actual knowledge [hat a subcontractor performing work under the Public AIA Document A285^' - 2008. Copyright ®2008 by The Amedcen Institute of Architects. All dghts reserved. WARNING: This AIA® Document is protected by Init. U.S. Copyright Law and International Treaties. Unauthodzetl reprotluction or tlistribution of this AIA® Document, or any portion of k, may resuk In 56 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible antler the law. This document was produced by AIA software at / 13:35:01 on 01/15/2010 under Order No.1000396152 i which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) Contract for Services knowingly employs or contracts with an illegal alien, Contractor shall: .1 Notify such subcontractor and the Owner within three days that Contractor has actual knowledge that the subcontractor is employing or subcontracting with an illegal alien; and .2 Tenninate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to [his section the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the Public Contract for Services with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. .6 Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. .7 If Contractor violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the Owner may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual damages to the Owner arising out of Contfactor's violation of Subsection 8-I7.5-102, C.R.S. (Paragraphs deleted) Init. AIA Document A296"'-2008.Copyright®2008 by The American Institute of Architects. All rights reserved.WARNING: This AlA°DOCUment is protected by U.S. Copyright Law antl International Treaties. Unauthorized reproduction or distrtbution of this AIA® Document, or any portion of it, may resuH in 57 severe civil antl criminal penahies, and will be prosecutetl to the maximum extent possible antler the law. This Document was produced by AlA Software at / 13:35:01 on 01/i5J2010 under Order No.1000396152_1 which expires on 04/2712010, and is not for resale. User Notes: (1902864999) Additions and Deletions Report for AIA Document A295rM - 2008 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or tleleted from the original AIA tent. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Adtlitions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 13:35:01 on 01/15/2010. PAGE1 Burlineame Ranch -- Phase II Harmony Road Amts en. Colorado City of Aspen 130 South Galena Street Ascen. Colorado 81611 OZ Architecture 1805 29m Street. Suite 2054 Boulder. CO 80301 Phone: (3031449-8900 Fax: (3031449-3886 Contact: Eduardo Illanes eillanesnn.ozazch.com THE CONTRACTOR: TBD THECONSTRUCTON MANAGER: Rider Levett Buclmall 1621 Eiehteenth Street. Suite 255 Denver. CO 80202 Phone: (7201904-1480 Fax: (7201904-1481 ontact: Peter Knowles THE COMMISSIONING AGENT: TBD AddHions and Deletions RepoA for AIA Document A295"" -2008. Copyright®2008 by The American Institute ofAn:hitects. All rights reserved. WARNING: This AIA® Document is proteQed by U.S. Copyd9ht Law antl International Treaties. Unauthodzetl reproduction or distribution of this AIA® Document, ~ orany portion of it, may resuR in severe civil and cdminal penalties, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software al 13:35:01 on Ot/15r2010 under Order No.1000396152 1 which expires on 04/22/2010, antl is not for resale. User Notes: (1902664999) T"Q1 ° ^,..o~ "~T'^' ~~TABLE OF ARTICLES PAGE 11 GMP Bid that is exl3ected to be developed and delivered by the Contractor at Risk with the help of the IPD team as described herein. Design phase milestone Vitiates: Be1rin Pre-Construction: Januarv 25, 2010 Conceptualization Phase: TBD Criteria Denim Phase: TBD Detailed Denim Phase: June 25, 2010 GMP Bid Due: June 25, 2010 Horizontal: TBD Vertical: TBD PAGE 12 TBD Adtlblons and Debtions RepoA for AIA Document A2g5*" -2008. Copyright®2006 by The American Institute of Architects. All dghts reserved. WARNING: This AIA® DocumaM is protected by U.S. Copyright Law and International Treaties. Unauthodzed reproduction or tlistdbution of this AIA® Document, 2 or any poAlon of k, may resug in severe civil and cdminal penahias, and will be prosecutatl to the maximum extent possible under the law. This documem was producetl by AIA sotlware at 73:35:01 on 01/15/2010 under Ober No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) § 1.2.3 The Owner's Budget for the ~1Flnteerated Proiect Delivery denim efforts is $4,300A00 for the .4 Other: Final Completion TBD -- _r_-,,,...- .. a,,.__,. ~ TBD Project Manaeer: John Laatsch Ciri of Aspen 130 South Galena Street Aspen. Colorado Construction Manaeer: Peter Knowles Rider Levett Bucknall 1621 Eiehteenth Street, Suite 255 Denver. CO 80202 TBD .2 Other. if env: Commissioninl=_ Aeent TBD -.2 9tlx~,~;,~:.3 Other: Material Tes[ine Firm TBD .4 Other: Entitlements Consultant TBD Atltlkions and DelNions RepoA for AIA DocumaM A295TM -2008. Copyright02008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and IMernatlonal Treaties. Unauthorized reprotluction or distribution of this AIA® Document, 3 or any portion of k, may resuk in seven civil antl criminal penakies, and will ba prosecutetl tothe maximum enfant possible antler the law. This dowment was producetl by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, aM is rrot for resale. User NOtea: (1902864999) Eduardo Illanes PAGE 13 OZ Architecture 1805 29"' Street Suite 2054 Boulder, CO 80301 Phone: (3031449-8900 Fax: (3031449-3886 a °•°•-°Stn>oror~:..1 Structural Engineer: Monroe & Newell Engineers. Inc. 619 Main Street. Suite 7 Frisco, Colorado 80443 970-668-3776 ContacC Peter Monroe, Pargler PMonrce(a~monrce-newell.com ABS Consultants, Inc. 1530 16th Street Suite 400 Denver, Colorado 80202 303-623-6200 Contact: Mazc Able. P.E., Partner mable(ilabscon sultants.com ABS Consultants. Inc. 1530 16th Street Suite 400 Denver. Colorado 80202 303-623-6200 Contact: Mazc Able. P.E., Partner mable(ilzbscon sultants. com .4 Other: Civil Engineer Alpine Engineering. Inc. 34510 Hiehwav 6, Unit A9 Edwazds, Colorado 81632 970-926-3373 Contact Kent Kriehn. PE-LS, Principal kriehnnn alpinecivil.com .5 Other: Land Planner Design Workshop Additions and Deletions Repoli for AIA Document A285" -2008. Copyright®2008 by The American Institute ofArchitects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copydght Law antl Intematlonal Treaties. Unauthorized reproduction or tlistdbution of this AIA® Document, 4 or any portion of it, may result in severe civil and criminal penalties, antl will be prosecuted to the maximum extent possible antler the law. This documem was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (7902884999) 120 Main Street Aspen, Colorado 81611 970-925-8354 Contact: Richard Shaw. FASLA. Principal rshaw(il desienworkshop. com .6 Other: Landscape Architect Mt. Dalv Entermises, LLC 100 North Third Street # 102 Cazbondale. Colorado 81623 970-963-9896 Contact: Julia Mazshall, ASLA, Principal mtdalvnasopris.net .7 Other: Acoustics Consultant D.L. Adams Associates, Inc. 1701 Boulder Street Denver Colorado 8021 I 303-455-1900 Contact: JeffKwolkoski, P.E., Principal JKwolkoski la~dlaa.com .8 Other: Watemroofine Consultant Professional Investieative Eneineers 6275 Jovice Drive. Suite 200 Arvada Colorado 80403-7541 303-552-0177 Contact: Eric Amhaus. Department Manaeer eemhaus@callpie.com .9 Other: PlannineFacilitator: Vann Associates 230 East Hopkins Avenue men. Colorado 81611 970-925-6958 Contact: Sunnv Vann, Principal vannassoci ates~n,comcast.net PAGE 14 TBD TBD Atltlttlons and Deletions Report for AIA Document A795"' - 7008. Copyngh[ ®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protaded by U.S. Copyright Law antl International Treaties. Unauthorized reproduction or distribution of this AIA® Document, 5 or any portion of tt, may result In severe civil and criminal penalties, and will be prosecutetl to the maximum extent possible antler the law. This OocumeM was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.7000396152_t which expires on 04/22/2010, antl is not for resale. User Ndes: (1902864999) TBD PAGE 75 The Project consists of the whole of the Architect's Services and the Work as that term is defined in Section 1.3.1 above by all of the Owner's Separate Contractors as that term is defined in Section 9.20, and the professional services related thereto. The Drawings are the graphic and pictorial portions of the criteria design, detailed design, implementation, or Guazanteed Maximum Price Documents showing the design, location and dimensions of the Work, generally including Models, plans, elevations, sections, details, schedules and diagams. The Specifications aze that portion of the criteria desifm, detailed design, implementation, or Guaranteed Maximum Price Documents consisting of the written requirements for materials, equipment, systems, standazds and workmanship for the Work, and performance of related services. Instruments of Service ate representations, in any medium of expression now known or later developed, of the tangible and intangible creative work provided by the Construction Manaeer, Architect, the Architect's consultants, the Contractor, Subcontractors, or Sub-subcontractors under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, Models, sketches, drawings, specifications, and other similaz materials. The GMP Documents comprise the Contract for Integrated Project Delivery. The Contract represents the entire and integrated agreement between [he Owner and [he Contractor and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The GMP Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or fhe Architect's consultants, (2) between the Owner and a Subeontractor or aSub-subcontractor, (3) between the Owner and the Architect or the Architect's consultants or (4) between the Contractor and the Construction Manaeer or Construction Manaeer's consultants (51 between any persons or attities other than the Owner and the Contractor. , PAGE 16 The Owner's Budget for the Work is the amount the Owner has budgeted to wnstruct all elements of the Project designed or specified by the Architect and includes contractors' general conditions costs, overhead and profit. The Owner's Budget for the Work does not include the compensation of the "-°`~'°-', Architect or the Construction Manaeer, the costs of the land, rights-of--way, financing, contingencies for changes in the Work or other costs that aze the responsibility of the Owner. The Initial Decision Maker is the Architect, who will render initial decisions on Claims in accordance with Section 13.2 and certify termination of the Owner-Contractor Ageement under Section 7.2.2 of the Owner-Contractor Agreement, A195-2008, Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery. AtltlOione antl Deletions Report for AIA DowmeM A295"' - 2008. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is proteMed by U.S. Copyright Law antl International Treaties. Unauthorized reproduction or distribution of this AIA® Document, s orany portion of 0, may result in severe civil antl criminal penalties, antl will be prosecutetl to the maximum ertent possible under the law. This Document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_t which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) § 1.4.1 The intent of the GMP Documents is to include all items necessary for the proper execution and completion of the Work by [he Contractor. The GMP Documents aze complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required en}y-to the extent consistent with the GMP Documents and reasonably inferable from them as being necessary to produce the indicated results. Where a conflict occurs between or within standards, specifications, and dmwines, the more strineent or higher quality requirements shall apply. The precedence and coordination of the GMP Documents aze as follows: .1 Addendum and modifications to the Drawines and Specifications take precedence over the orieina] GMP Documents. .2 Should there be a conflict within the Specifications, or within the Drawines. or between the Drawines and Specification, the Architect shall decide which condition will provide the best installation and his/her decision shall be final. .3 The Drawing and Specifications are intended to coordinate with each other. Anvthine shown on the Drawings but not mentioned in the Specification orvice-versa, shall be furnished as though specifically shown and mentioned in both without anv extra charee. .4 The Drawines, for purooses of clearness and leeibility. aze essentially diaerammatic. and althoueh the sizes and locations of equipment aze shown to scale wherever possible. the Contractors, both principal and subeontractors, aze required to familiarize themselves with all the Work required by the Contract Documents. Each Contractor shall procerly coordinate his/her work with that of all other contractors. It is not within the scope of the Drawines to show all necessary offsets, obstructions or stmctural conditions. It shall be the .5 Fieured dimensions contained in the Contract Documents shall be accurately followed, even though thev differ from scaled measurements. No work shown on the plans, the dimensions of which are not figured shall be executed until instructions have been obtained from the Architect as to the dimensions to be used. Lareer scale Drawings shall have preference over smaller scale dmwines. but discrepancies shall be referred to the Architect for interpretation. PAGE 17 The Construction Manager, Construction Manager's consultants, Architect, Architect's consultants, Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers aze authorized, solely and exclusively for use in completion of the Project, to use and reproduce the Instruments of Service provided to them. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Architect, Architect's consultants, Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use another author's Instmments of Service on other projects or for additions to this Project without the specific written consent of the Owner and the author of the Instruments of Service. § 1.5.1 The Owner, Construction Manager, Architect and Contractor shell-mav utilize a Model as I>eais-~j Instrument(s) of Service to the ~eRt~xtent mutually agreed to be practicable and pursuant to Section 1.5.2. Unless the parties mutually agree otherwise, the Architect shall be responsible for the integration and coordination of the Model throughout the design and construction of the Project. The Owner, Construction Manager, Architect and Contractor shall, at the earliest practical moment, meet and delineate the types of software to be used on the Project and establish protocols, standards and tolerances as may be required for the proper execution of the Work. The Owner, Construction Manager. Architect and Contractor shall work together to establish the permitted uses for all digital information, including the Model, to be exchanged on the Project. Such determinations shall be set forth in AL4 Document E201T"L2007, or a similaz document, [hat shall be incorporated by reference into all agreements for services or construction for the Project. Additions and Deletions Report for AIA Document A295"' -2008. Copyright®2008 by The American Institute of Amhitecls. All rights reserved. WARNING: Thla AIA® Document Is protected by U.S. Copyd9ht Law antl International Treaties. Unauthorized reproduction or distribution of this AIA® Document, 7 or any portion of a, may resuh in severe cWil and criminal penahies, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:35:01 on 01/15!2010 under Ober No.1000396152 1 which expires on 04/2212010, and is not (or resale. User NMes: (7902864999) The Owner, Constmction Manaeer, Architect and Contractor shall coordinate the services provided by one another's consultants, subconsultants, contractors and Subcontractors. Upon request, the Owner, Construction Manaeer. Architect and Contractor shall furnish copies of the scopes of services in the services contracts they hold. The Owner shall require that its consultants and contractors maintain professional liability insurance and other liability insurance, as appropriate to the services provided. § 2.1.1 The Owner is the person or entity identified as such in this document and is referred to as if singulaz in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or ~authorizafion except for the anuroval of increases in the 6 21.1.1 Amounts under $5.000 require only Department Head simature; 6 2.1.1.2 Amounts between $5,000 and $10,000 require Ciri Manaeer simature; Q 21 13 Amounts between $]0000 and $25 000 require City Attornev and Ciri Manaeer simature: 6 21 14 Amounts over $25 000 require Ciri Counci] anoroval and simature by the Mavor or a duly authorized official in his absence. The term "Owner" means the Owner or the Owner's authorized ~eseRtativarepresentative except as otherwise indicated above. § 2.1.2 The Owner shall furnish information or services required of the Owner by the GMP Documents in a timely manner. The Owner shall also furnish any other information or services under the Owner's control and relevant to the tkrehifeef-Constmction Manaeer's, Architect's and Contractor's performance with reasonable promptness after receiving the written request for such information or sl~ratiees-services. § 2.1.3 The Construction Manaeer ,Architect and Contractor shall be entitled to rely on the accuracy and completeness of information famished by the Owner. PAGE 18 .. ~ ., a..~ .. '~ § 2.2.2 Prior to the ~}ishlnerlEexecution of the Guaranteed Maximum Prie~Price Amendment the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the GMP Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Contractor identifies in writing a reasonable concern regazding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Cons[mcfion Manaeer .Contractor and Architect. & 2 2 21 Notwithstandine anvthine in the GMP Documents to the contrary in the event the voters in the Ciri of Aspen do not approve the bond question anticipated to be on the balbt November 2.2010, all Aereements will be terminated Add9ions antl Deletions Report for AIA DOwmeM A295TM -2009. Copyright®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorizetl reproduction or distdbution of this AIA® Document, $ or any portion of it, may resuh in severe civil and criminal penahies, antl will be prosecuted to the maximum extent possible antler the law. This document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_i which expires on 04/22/2010, and is not for resale. User Nctes: (1902864999) for the Owner's convenience and no subsequent Sumension or Termination Expenses or fees will be due or will accrue from the Owner to the Construction Manaeer Architect Contractor anv subcontractors or anv consultants § 2.2.3 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the Budget for the Work; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's Budget for the Work, the Owner shall notify the Architect and Contractor. The 9awer-0wner, Construction Manaeer, and the Architect and Contractor shall thereafter agree to a corresponding change in the Owner's Budget for the Work or in the Project's scope and quality. PAGE 19 Work. S 2.3.3 The Construction Manaecr shall• $ 2.3.3.7 Review all chanees proposed by the Contractor. Architect or Owner and make recommendations re azdine schedule and cost implications: § 2.3.3.2 Establish and maintain a complete on-site librazv of all Contract Documents approved shoo drawines and approved material samples; 5 2.3.4 The Construction Manaeer shall make a review of the Work at such intervals necessary to dischazee its duties to the Owner. § 2.3.5 The Construction Manaeer shall meet with the Contractor to prepare and update the Master Proiect Schedule usine information from the Contractor's Constructon Schedule PAGE 20 § 3.2.3 The Architect e::cl. t.^ ::~ •'-' •- -°'.. -_ •'•- -°-..-°-.. --a ---_t-`----- and Construction Manaeer acknowledee the Contractor does not warrant or euazantee the accuracy of the Contractor's Estimates, as that term is defined in Section 4.2.3, ^° "-° n_.v.:.,... ~_~_____ ...:.>_ a,. __,____<~ r.t, ~ ~ r, - xcept as maybe included in the GMP. The Construction Manaeer and Architect shall review the Contractor's Estimates solely for the Construction Manaeer's and Architect's guidance in completion of its services, however, the Construction Manaeer and Architect shall report to the Owner any material inaccuracies and inconsistencies noted during any such review. Addttions antl Deletions Report for AIA Documerrt A295TM -2008. CopyngM®2008 by The Amedcan Institute of Architects. All rtghts reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law antl International Treaties. Unauthorized reproduction or distribution of this AIA® Document, 9 or any portion of tt, may result in severe civil and criminal penalties, antl will be prosecutetl to the maximum extent possible under the law. This document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, aM is not for resale. User Notes: (1902884999) Contractor shall be required to correct anv deficiencies identified by the Commissioning Aeent 6 3.2.6 in performing its services hereunder, the Architect. its agents, consultants and employees shall comply with all applicable laws, regulations, ordinances, or other rules of the United States, the State of Colorado, Pitkin Cotmri. or the Ciri of Ascen, or of any other duly constituted public authority or agency and shall ensure that the GMP Documents shall comply with all building codes applicable to the Proicet. § 4.7.2 If the employment of the Contractor is terminated, the Owner shall employ a successor contractor as to whom the ArehiteeE~tas-Construction Manager and Architect have no reasonable objection and whose status under the GMP Documents shall be that of the Contractor. § 4.2.3 The Contractor shall provide estimating services throughout the design of the Project as specifically required in Articles 5, 6 and 7, and at other various times agreed to by the Owner, Architect and Contractor. The Contractor shall provide estimates of the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit (Contractor's Estimate). The Contractor's Estimate shall not include the compensation of the fvekiteet; Architect or Construction Manager, the costs of the land, rights-of--way, financing, contingencies for changes in the Work, or other costs that aze the responsibility of the Owner. The Contractor's Estimates shall inaease in detail and refinement as the Architect progresses with the preparation of the Criteria Design, Detailed Design and Implementation Documents. PAGE 21 § 4.2.4 For each of the Contractor's Estimates, provided pursuant to Section 4.2.3, the Contractor shall provide adequate detail to support the estimate. The Contmctor shall submit its estimates for the Architect's review and the Owner's acceptance. The Contractor shall advise the Owner and Architect if it appears that any of Contractor's Estimates may exceed the Owner's most recent Budget for the Work and, in consultation with the Construction Manager and the Architect, make recommendations for corrective action. § 4.2.6 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services aze specifically required by the GMP Documents for a portion of the Work or unless the Catttactor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment aze specifically required of the Contractor by the GMP Documents, the Awnfl+e-Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, ifprepazed by others, shall bear such professional's written approval when submitted to the Architect. The AwneFOwner. Construction Manager and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Architect has specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 4.2.6, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and local codes, ordinances and statutes, and the design concept expressed in the Contract Documents. § 5.1 The Owner, Arekiteei-Constmction Manager, Architect, Commissioning Agent and Contractor shall review the program famished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of those requirements. The Architect shall present its preliminary evaluation to the Awl7e~Owner, Construction Atltlilions and Deletions Report for AIA Dowment A295"' -2009. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law antl International Treaties. Unauthortzetl reprotluction or tlistrtbutlon of this AIA® Document, ~ ~ or any portion of h, may result in severe civil antl criminal penalties, and will be prosecuted to the maximum extent possible antler the law. This document was protlucetl by AIA software at 73:35:07 on 07/75/2070 under Order No.1000396152_7 which expires on 04/22/2070, ant is not for resale. User Notes: (1902864999) Manager. Commissioning Agent, and Contractor and discuss possible alternative approaches to design and construction of the Project, including the _~...~-----, -- ------ --_---- ---.--__-___`^n .__~c~__ti,_ a___~ °.,.,..°°°L_.. incomoration of environmentally responsible design approaches pursuant to the Aspen/Pitkin Efficient Building Progam and Department of Enerev "Building America" criteria. The Architect shall reach an understanding with the 9wRe~Owner, Construction Manager, Commissioning Agent, and Contractor regazding the requirements of the Project. § 5.2 Arsr.;een-as-praefieab}~Within two weeks of execution of the Architect's Agreement, the Architect shall submit to the 9wner-Owner, Construction Manager and Contractor a proposed schedule of the Architect's services for . review, approval and subsequent inclusion in the Master Proiect Schedule The schedule of the Architect's services shall include design phase deadlines, dates when cost estimates or design reviews n3ey-eeeu~shall occur in order to comply with the deadlines in the Master Proiect Schedule, and allowances for periods of fime required (1) for the Owner's review (2) for the performance of the Owner's consultants, end-(3) for review, modification and approval of submissions by authorities having jurisdiction over the Prejeet-Proiect, and (41 value engineering. § 5.3 The 6eRkeetefConstruction Manager shall prepare and periodically update a ' --L~,a••'-Master Proiect Schedule in collaboration with the Contractor and the Architect. The Prejeefsshedele-Master Proiect Schedule shall coordinate and integrate the Contractor's services, the Architect's services, °_,i'L° ^..-,.-'.. _,..._._ .:L:,:.:,... °_a the Commissioning Agent's services, and the Owner's responsiMlitres. necessary in order to meet the Project's timely completion. § 5.4 Once the Owner, Architect and Contractor agee to the time limits established by the Maser Proiect Schedule, the Owner, Architect and Contractor shall not exceed them, except for reasaAa131eeaase-excusable delavs• § 5.5 The AfeltiteeE~Construction Manager, Architect. Commissioning Agent, and Contractor shall provide a preliminary evaluation of the Owner's progam and Budge[ for the Work, each in terms of the other as well as recommendations, if any, with regazd to accelerated or fast-track scheduling, procurement, efficient building design, or phased construction. The preliminary evaluation shall take into consideration wst information, constructability, and procurement and construction scheduling issues. To the extent pessiHl~mutually agreed, the information shall be integated into the Model. PAGE 22 § 6.1 No later than the date identified in the Master Proiect Schedule, the Architect. in consultation with the CO115tNCtlprl Manager ,Commissioning Agent and the Contractor, shall prepaze and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. § 6.2 Based on the Owner's approval of the preliminazy design, the Architect, in consultation with the Construction Manager .Commissioning Agent and the Contractor, shall prepare Criteria Design Documents for the Owner's approval. The Criteria Design Documents shall consist of drawings and other documents including a site plan, 3€ apprepriat~and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, and Models. Preliminary selections of major building systems and constmetion materials shall be noted on the drawings or described in writing. § 6.2.1 The Architect shall consider and include environmentally responsible design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's progam, schedule and Budget for the Work. "'''~° ^~~-•--°~ • „L.°'_ ...L .. § 6.3 During the Criteria Design Phase, the Architect shall meet with the 9wwer-Owner, the Construction Manager , the Commissioning Agent and Contractor as appropriate to the progess of the design to review the Criteria Design Documents as necessary. Atldbions and Deletions Report for AIA DowmeM A285^' -2008. Copyright®2008 by The American Institute ofAmhitecLs. All rtBhis reserved. WARNING: This AIA® Document is protected by U.S. Copydpht Law antl International Treaties. Unauthorized reproduction ortlistrtbution of this AIA® Document, 11 or any portion of it, may resuH in severe civil and criminal penaalea, antl will be prosecuted to the maximum extent possible antler the law. This documem was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1 000 396 7 5 2_7 which expires on 04/22/2070, acid is not for resale. Usar NOtes: (7902a64999) § 6.5 The Contractor, for the Construction Manager's and Architect's review and the Owner's acceptance, shall prepaze a procurement schedule for items that must be ordered well in advance of construction. If the Owner ogees to procure any items in the Contractor's scope of work prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on teens and conditions reasonably acceptable to the Construction Manager and Contractor. Upon the °°°^'°`xecution of the Guaranteed Maximum IPrice Amendment, the Owner shall assign all contracts for these items to the Contractor and the Contractor shall thereafter accept complete scheduling, deliverv, acceptance, protection, installation and turnover responsibility for them. § 6.6 At the conclusion of the Criteria Design Phase, the Owner, ,oasbiiest~Construction Manager, Architect, Commissioning Agent, and Contractor shall meet to review the Criteria Design Documents. § 6.7 Based upon the Criteria Design Documents, the Contractor shall update the Contractor's Estimate and grejeet sehe~ele-Contractor's Construction Schedule. § 6.7.1 If revisions to the Criteria Design Documents aze required to comply with the Owner's Budget for the Work at the conclusion ofhe Criteria Design Phase, the Architect shall consult with the Awner-Owner. ConsWCtion Manager, Commissioning Agent, and Contractor to determine appropriate solutions. The Architect shall then incorporate any ageed-upon revisions during the Detailed Design Phase. § 7.1 Based on the Owner's approval of the Criteria Design Documents, as well as the Owner's authorization of any adjustments in the Project requirements and the Owner's Budget for the Work pursuant to Section 2.2.3, the Architect, in consultation with the AwneFOwner. Construction Manager, the Commissioning Agent, and Contractor, shall prepare Detailed Design Documents for the Owner's epprevttl-approval no later than the date identified in the Master Project Schedule. The Detailed Design Documents shall illustrate and describe the development of the approved Criteria Design Documents and shall consist of drawings, other documents and the Model. § 7.2 During the Detailed Design Phase, the Architect shall meet with the 9wv~Owner. Construction Manager, the Commissioning Agent and Contractor as appropriate and necessary to the progess of the design to review the Detailed Design Documents. § 7.3 Prior to the conclusion of the Detailed Design Phase, the Contractor shall furnish to the Owner Construction Manager, and Architect a list of possible Subcontractors and material suppliers. § 7.4 The Contractor shall provide updates to the Contractor's Estimate and the hrejeet-Contractor's Constructicn schedule to ensure consistency with the Detailed Design Documents and to incorporate information received from Subcontractors and material suppliers pursuant to Section 6.4. The Contractor shall require any such Subcontractors and material suppliers to provide additional information as needed to coordinate systems, ixekrtiing-including. but not limited to, mechanical, electrical, plumbing and structural, and to verify tolerances. PAGE 23 .2 in consultation with the "-:x.er`-,42-oEArchitect, the Constmction Manager, and Contractor, revise the Project program, scope, or quality as required to bring the Contractor's Estimate within the Owner's Budget for the Work; or § 7.5 At the conclusion of the Detailed Design Phase, the Architect shall submit Detailed Design Documents consistent with the Owner's Budget for the Work to the ^~----.^,wner and Construction Manager. The Owner, Construction Manager. Architect and Contractor shall meet to review the Detailed Design Documents. Adddions and Deletions Report for AIA Document A285TM -2008. Copyright®2008 by The American Institute of Architects. All rights reservetl. WARNING: This AIA® Document is protectetl by U.S. Copyright Law and International Treaties. Unauthodzetl reprotluglon or tlistdbution of this AIA® Document, 12 or any portion of h, may resuh in severe civil antl criminal penahies, and will be prosecutetl to the maximum extent possible under the law. This document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_7 which expires on 04/22/2010, and is not for resale. User NOtas: (1902864999) § 7.6 Upon the Owner's acceptance of the Detailed Design Documents, the Contractor shall prepare a Guaranteed Maximum Price proposal for the Owner's and Construction Manager's review and Owner's acceptance. .4 The proposed Guaranteed Maximum Price, including a statement of the estimated cost with a level of proposal will be organized by trade categories, allowances, confingencies, the Contractor's Fee, and other items that comprise the Guaranteed Maximum Price. PAGE 24 § 7.9 The Contractor shall meet with the BwRefOwner. Construction Manager, and Architect to review the Guaranteed Maximum Price proposal. in the event that the 8wfleFOwner, Construction Manager, and Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Contractor, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 7.10 Once accepted by the Owner, the Guaranteed Maximum Price, including the written statement required under Section 7.8 as appropriate, shall be set forth in an amendment to the Owner-Contractor Agreement, a copy of which amendment the Owner shall provide to the Construction Manager and Architect. Upon the Owner's acceptance of the Guaranteed Maximum Price proposal, the Detailed Design Documents upon which the approved Guaranteed Maximum Price is based shall become part of the GMP Documents. § 7.10.1 Adjustmalts to the Guaranteed Maximum Price on account of silmificant.Owner-initiated changes in the Work not reasonably inferable from eazlier documents maybe determined by any of the methods listed in Section 9.21.3.3. § 7.70.2 i€R~A specific provision is made in the Owner-Contractor Agreement for adjustment of the Contractor's Fee in the case of changes in the , ,._b:_.., ,,,,._~ .._a n__ r_-,_' _.ve,, ne ....:........ a:,... ..,...n ~,. _w:....«ea ....,,.._a:__,. Work. § 8.2 The Contractor shall coordinate with Subcontractors and material suppliers to obtain finalized cost information and schedules for their scopes of work and to ensure that the Implementation Documents include complete, sufficient and unambiguous information for completion of the Work. § 8.3 § 8.7 At the conclusion of the Implementation Documents Phase, the Owner, Construcfion Manager, Architect and Contractor shall meet to review the Implementation Documents. Upon the Owner's approval of the Implementation Documents, they shall become part of the GMP Documents and shall take priority over the Detailed Design Documents. Addttlons antl Deletions Report for AIA Document A295"' - 3008. Copyright ®2008 by The American Institute of Architects. All dghts roserved. WARNING: This AIA® Document is protectetl by U.S. Copyright Law and International Trestles. Unauthorized reproduction or tllstdbution of this AIA® Document, 13 or any portion of h, may resuh in severe civil antl criminal penahies, and will be prosecuted to the maximum extent possi0le antler the law. This document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_t which expires on 04/22/2010, and is not for resale. User NMes: (1902864999) time of permit submittal It is the Contractor's sole responsibility to ensure the fire protection sprinkler system is compatible with the water system pressures existing at the Proiect site. PAGE 25 § 9.1.2 The Contractor shall not be relieved of obligations to perform the Work in accordance with the GMP Documents either by activities or duties of the Construction Manager nor the Architect in the Construction Manager's and Architect's administration of the Contract, m by tests, inspections or approvals required or performed by persons or entities other than the 6eRtrasteFContractor, or by any prior course of conduct with the Owner. § 9.1.3 The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the tlaeltiteet-Architect the Construction Manager. and Commissioning Agent and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to famish efficient business administration and supervision; to famish at all times an adequate supply of workers and materials; and to perform its services in an expeditious and economical manner consistent with the Owner's interests. § 9.2.2 Because the GMP Documents are complementary, the Contractor shall, before starting construcfion of each porton of the Work, carefully study and compaze the various GMP Documents relative to that portion of the Work, as well as the information fiunished by the Owner pursuant to Section 2.2.5, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it The Contractor shall promptly report to the Architect and Owner any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may regrtirareguire, with a copy to the Construction Manager. § 9.2.3 The Contractor is not required to ascertain that the GMP Documents are in accordance with applicable laws, statutes, ordinances, codes, roles and regulations, or lawful orders of public authorities. The Contractor shall promptly report in writing to the Construction Manager .Architect and Owner any nonconformity discovered by or made known to the Contractor as a request for information in such form as the ~rehiteeErney rec{uiFaConstruction Manager and Architect mutually agree. § 9.3.2 The Contractor shall provide monthly written reports to the Construction Manager. Owner and Architect on the progress of the entire Work. The Contractor shall maintain a daily log containing a record of weather, Subeontmctors working on the site, number of workers, Work accomplished, problems encountered and other similaz relevant data as the Construction Manager or Owner may reasonably require. The log shall be available during all hours of operation on site to the Construction Manager. Owner and Architect. § 9.3.3 The Contractor shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Contractor shall identify variances between actual and estimated costs and report the variances to the i»tervals:-Constnrction Manager Owner and Architect in writing at regular intervals, but in no circumstances less often than monthly. PAGE 26 § 9 3 6 The Contractor shall caeefully check its own work and that of Subcontractors as the work is being performed. The Contractor shall ensure that incorrect or faulri work is corrected immediately. ~9 3 7 The Contractor shall have weekly meetings for the coordinafion of all mechanical and electrical activities. The Construction Manager and Architect's consultants may be invited to attend by the Contractor, as appropriate. Atltlhions antl Deletions Report for AIA DowmaM A295"' - 2008. Copyright ®2008 by The American Institute of Architects. All rlghta resarvetl. WARNING: This AIA® Document is protectetl by U.S. Copyright Law and International Treaties. Unauthodzatl reprotluction or distribution of this AIA® Document, 14 or any portion of il, may result in severe civil and criminal panatties, and will be proaecutetl to the maximum extent possible under the law. This document was pro0uced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtaa: (1902864999) corrected immediately. § 9.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 9.21.4, [he Contractor may not make substitutions without the written consent of the Owner, after evaluation by the Architect and the Construction Manaeer and in accordance with a Change Order m criteria. § 9.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons no[ properly skilled in tasks assigned to them. The Owner may, by nofice in writine, tecuire the Contractor to remove from the ~ 9.4.4 All work under this Contract shall be performed in a skillful and workmanlike manner in accordance with industry standards. In the event that the Contractor. or any of its Subcontractors. performs any subsurface investieations Contractor shall promptly forward copies of the results or reports of such investieations to the Owner Construction Manaeer and Architect. G 9.5.3 Temporary or trial usa>;e by the Owner of any mechanical device machinery apparatus euuipment or any work or material supplied under the Contract before substantial completion and written acceptance by the Architect or Atltlhions and Deletions Report for AIA Document A295^' - 2008. Copyright ®2008 by The American Institute of Architects. All dghts reserved. WARNING:_ This AIA® Document is protected by U.S. Copyright Law antl International Treaties. Unauthorized reproduction or tliatribution of this AIA® Document, ~ rJ or any poRion of it, may resuh in severe civil and criminal penahies, and will be prosecuted to the maximum extent possible antler the law. This document was produced by AIA software at 73:35:07 on 01/15/2010 under Order No.1000396152_t which expires on 04/22/2070, and is not for resale. User Notes: (7902864999) initial warranty work was performed. Commissionine Avent, shall not be construed as evidence of the Architect's, Commissionine Aeent's. Construction Manaeer's, or the Owner's acceptance of same, or the commencement of anv warranri periods. 6 9.5.4 The Owner shall have the rieht of such tempomrv or trial usaee, for such reasonable time as the Owner. Commissionine Avent, or the Architect deem proper. Owner or Commissionine Ayent. § 9.8 FA~4€STAX EXEMPTION All purchases of supplies construction or buildine materials shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. The Owner's State of Colorado tax identification number is 98-04557. The Owner's Federal Tax Identification Number is 84-6000563. PAGE 27 If the Contmctor encounters conditions at the site that aze (1) subsurface or otherwise concealed physical conditions that differ materially from those upon which the parties relied in the development of the GMP Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The "->~.",i~-~Architect. Owner, and Construction Manaeer will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cast of, or fime required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the GMP Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article 13. § 9.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the GMP Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Construction Manaeer, Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessazy to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 13. PAGE 28 § 9.9.1 The Contractor shall employ a competent superintenden[and necessary assistants who shall be in attendance at the Project site during performance of the ~IFWork ,The Superintendent shall remain on the Proiect Site, without substitution, until all punch list items have been completed to the safisfacfion of the Architect and the Commissionine Avent. No subcontractor shall perform work on the site without the presence of the Superintendent or Assistant Superintendent. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 9.9.2 The Contractor, as soon as practicable after award of the Contract, shall famish in writing to the AwneF iiveugh-Owner, Constructi~r Manaeer and the Architect the name and qualifications of a proposed superintendent. The Construction Manaeer, Architect or the Owner may reply within -14~fourteen (141 days to the Contractor in writing stating (1) whether the Construction Manaeer, Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Arehiteetrequires-Construction Manaeer, Owner or Architect recuire additional time to Additions and Deletions Report for AIA Document A295" -2008. Copyrght®2008 by The American InsBtute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, ~s or any portion of h, may rasuh in severe civil and criminal penaaies, and will be prosecuted to the maximum extent possible under the law. This document was Drotluced by AIA software a[ 13:35:01 on 01/15/2010 under Order No.7000396152_1 which expires on 04/22/2010, and is not for resale. User NMes: (1902864999) review. Failure of the Construction Manaeer, Owner or Architect to reply within [he 14 day period shall constitute notice of no reasonable objection. § 9.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not °-_-°°-°'-'°'-° °~"-'--" -_'-'°°°' reasonably be withheld or delaved. The Contractor shall vacation, or anv other cause(s). § 9.10.1 The Contractor shall submit for the Owner's and Architect's information a Contractor's eel "`~^,onstruction Schedule for the Work compliant with the AGC's Construction Scheduline Guidelines. The schedule shall not exceed time limits current under the GMP Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to thee; ::, :: ~:,:,:::, ::,cue 6IvlgBeexrRe+~~ontractor's entire Work in the Proiect, and shall provide for expeditious and practicable execution of the Work. § 9.10.2 s+~iftal-sehedu~The Contractor shall nrepaze a submittal schedule as Hart of each phase above. and update it. promptly after the Owner's acceptance of the Guaranteed Maximum Price and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Construction Manaeer's and Architect's approval. The Construction Manaeer's and Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's onstmction Schedule and (2) allow the Architect reasonable time to review submittals. If stal~nit~sehedale-the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. Shop Drawings, Product Data, Samples and similaz submittals required during the Cons[mction Phase are not GMP Documents. § 9.10.3 The Contractor shall perform the Work in ° -•---' ----_,,,,,,,,,, ,,,;,,, ,,,,, __,.. _...~. _...._._..._.:,._ ...,.,.~.., _ ordance with the most recent Contrnctor's Construction Schedule approved by the Construction Manaeer .Owner and Architect. 4 9.10.5 Upon acceptance by the Construction Manaeer and all Contractors. the Master Proiect Schedule shall su~lersede previously submitted schedules. Each undated Master Proiect Schedule shall supersede previous updates. X9.70.7 The Construction Manaeer, toeether with the Contractor, will monitor the Master Proiect Schedule. and incorporate the Contractodsl updates to their portions of this overall schedule. 4 9.10.8 The Contractor will produce a short interval schedule an maim weekly work activities At each weekly iob meeting this schedule will be reviewed by the Contractor with all affected Subcontractors and the Construction Manaeer. Additions and Deletions Repoli for AIA Document A295TM -2988. Copyright®2008 by The American Institute ofArchitects. All tphts reserved. WARNING: This AIA® Document is protected by U.S. Copydght Law and International Treatlea. Unauthorized reproduction or distribution of this AIA® Document, orany portion of k, may resuh in severe civil antl ctminal penaRies, and will be prosecuted to the maximum extent possible underthe law. This ~ 7 document was produced by AIA software a[ 13:35:01 on 01/15/2010 untler Order No.1000396152_7 which expires on 04/22/2010, and is not for resale. User Notes: (1902864999) into the Master Project Schedule. 6 9.10 9 Delivery and Storage The Contractor shall exercise due diligence in seeing that all equipment, material, and supplies are delivered in advance of the time they are needed on the iob. PAGE 29 The Contractor shall maintain at the site with the Construction Manager for the Owner one copy of the GMP Documents, in good order and mazked currentlyto indicate field changes and selections made during construction, and one copy of approved submittals provided during construction. These shall be available to the Architect and shall be delivered to the Owner upon completion of the Work as a record of the Work as constructed. PAGE 30 § 9.12.5 The Contractor shall review for compliance with the GMP Documents, approve and submit to the ttrrehiieeE Architect, with a cony to the Construction Manager, Shop Drawings, Product Data, Samples and similaz submittals in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. 9131 The Contractor shall confine operations at the site to areas permitted by applicable laws statutes ordinances codes rules and regulations and lawful orders of public authorities and the GMP Documents and shall not tmreasonably encumber the site with materials or equipment. 6 9.13.4 The Owner shall be responsible for snow removal only an public streets which have been dedicated to the Ciri. Snow removal within the site for the puroose of performing and protecting Work shall be the responsibiliri of the Contractor. 6 9.13.5 Site Snow Management: Contractor acknowledges that the Proiect is to be built in an area of heavy seasonal snows. Contractor shall be responsible for site snow removal and designated snow storage areas adequate to store 100%(one hundred percent) of the snow from the site during the snow season. 6 9.13.6 The Contuctor shall erect and maintain a 8'-0" chain link fence around the perimeter of the cotstruction site throughout the Construction Phase. The area inside the perimeter of the fence shall include azeas adequate for 100% (one hundred percent) of site snow storage. AtldHlons and Deletions Report for AlA Dowment A296"' -2008. Copyright®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protectatl by U.S. Copydght Law and International Treaties. Unauthodzed reproduction or distrtbutlon of this AIA® Documem, 1 S or any portion of rt, may result in severe civil and crtminal penalties, antl will be prosecuted to the maximum extant possible underthe law. This document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1902864999) Aspen Entaneerine Deparnnent's reouirement for a Construction Manaeement Plan (CMPI includine but not limited to Dust Control. Erosion Control. traffic manaeement. recvcline, mud mitieation and clean up and Noise Control roadways shall be removed daily. § 9.13.9 The Contractor is advised that the proiect site area is subiect to hieh winds The Contractor shall maintain all materials secured or tied down daily to prevent possible damaee caused by flvine materials and debris § 9.13.10 The Contractor shall maintain access around the construction site. § 9.13.11 The Contractor shall famish and maintain sufficient sanitazv facilities for its own forces The facilities of the existine buildings will not be available for construction use. permission. § 9.13.14 The Contractor shall provide all reasonable protection to prevent damage iniurv or loss to all persons at the site and all property at the site and adjacent thereto. The Contractor acknowledges the Project site is adjacent to existing structures which will be occupied during the performance of the Work PAGE 32 § 9.18.1 To the fullest extent permitted bylaw the Contractor shall indemnify and hold harmless the Owner, Construction Manager, Construction Manaeer's consultants. Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees and expert witness fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by thenegligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable, regazdless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations ofindemnity that would otherwise exist as to a party or person described in this Atltlhions and Deletions Report for AIA DowmeM A299° -2009. Copyright®2008 by The American InstiNte ofArchitects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law antl International Treaties. Unauthortzetl reprotluction or distribution of this AIA® Document, 19 or any portion of h, may result in severe civil antl criminal pena9ies, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152 1 which expires on 04/22/2010, and is not for resale. User NMes: (1902864999) in~prooriate to the Owner. The Owner shall be entitled to demand the pennanent removal from the Proiect of any person(s) who are repeat offenders. § 9,19,2,1 '-'°°° °•`~~°°° °•°•°'' ~- •`° ~*eo "°°•~-" :.c :':e'H!e CGntractor, as soon as practicable after execution of the Contract, shall famish in writing to the Construction Manager. Owner and Architect the names of persons or entities (including those who aze to famish materials or equipment fabricated to a special design) proposed for each principal portion ofthe Work. The Construction Manager, Owner and Architect may reply within 14 days to the Contractor in writing stating (1) whether the Construction Manager, Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that additional time is required for review. Failure ofthe Construction Manager, Owner or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 9.19.2.2 The Contractor shall not contract with a proposed person or entity to whom the Construction Manager, Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 9.19.2.3 If the Construction Manager. Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Construction Manager, Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subeontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 9.19.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Construction Manager, Owner or Architect makes reasonable objection to such substitution. PAGE 33 By appropriate ,written agreement, the Contractor shall require each Subcontractor, to the extent ofthe Work to be performed by the Subcontractor, to be bound to the Contractor by terms ofthe GMP Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes towazd the Consttuction Manager. Owner and Architect. Each subeontract agreement shalt preserve and protect the rights of the Construction Manager. Owner and Architect under the GMP Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subeontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the GMP Documents, has against the Owner. i~lrhereapgr~iate; thaThe Contractor shall require each Subcontractor to enter into similaz agreements with Sub-subeontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution ofthe subcontract agreement, copies ofthe GMP Documents and other documents to which the Subcontractor will be bound. The Contractor shall famish to Owner and Construction Manager copies of allsubeontractor agreements anon request. PAGE 34 § 9.20.1.3 The Owner shall provide through the Construction Manager for coordination ofthe activities ofthe Owner's own forces and of each separate contractor with the Work ofthe Contractor, who shall cooperate with them. The Contractor shall participate with the Construction Manager. other separate contractors and the Owner in reviewing their construction sehetlrtles-schedules in the context of this Master Proiect Schedule. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual schedulea-agreement with the Constmction Manager and Owner. The Master Proiect Schedule and Contractor's Constmction Schedule, as revised, shall then constitute the schedules to be used by the Construction Manager. the Contractor, sepamte contractors and the Owner until subsequently revised. Addhions and Deletions Repoli for AIA Document A295TM -200(1. Copyright®2008 by The American Institute of AmhitecLS. All dghla reservetl. WARNING: This AIA® Document is protected by U.S. Copyright Law antl International Treaties. Unauthorized reprotludion or tlistdbutlon of this AIA® Document, 20 or any portion of it, may result in aware civil and criminal penahies, antl will be prosecuted to the maximum extent possible under the law. This document was produced by AIA soRware at 13:35:07 on 07/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtas: (1902864999) § 9.20.2.1 The Contractor shall afford the 9w~Owner, throueh the Construction Manager, and sepamte contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the GMP Documents. § 9.20.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Construction Manaeer and Architect in writinti anv appazent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Conractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construcfion is fit and proper to receive the Contractor's Work, except as to defects not then reeseReb}y diseevereble:discoverable throup3l Contractor's reasonable dilitience. § 9.20.23 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly fimed;i~;;insacfivities, failure to properly protect work in lace or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a sepazate contractor's delays, improperly timed activities, ~ -li-failure to properly protect work in place. damatie to the Work. or defective construction. If a dispute arises among the Contractor, sepazate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the "-"-=,:o ;;t~Construction Manager will allocate the cost among those responsible. PAGE 35 § 9.21.1.1 Changes in the Work maybe acwmplished after execution of the Contract without invalidating the Contract, by Change Order, by the GMP Amendment, by Constmcfion Change Directive or order for a minor change in the Work, subject to the limitations stated in this Section 9.21 and elsewhere in the GMP Documents. .2 For the Contractor. for Work performed by the Contractor's Subcontractor. five percent (5°/) of the amount due the Subcontractor. .3 For each Subcontractor or Sub-subcontractor involved. for Work performed by that Subcontractor or Sub-subcontractor's own forces. ten percent (10%1 of the cost. .4 For each Subcontractor. for Work performed by the Subcontractor's Sub-subcontractors five percent (5%) of the amount due the sub-subcontractor. .5 Cost to which overhead and profit is to be applied shall be determined in accordance with Subsection 9.21.3.7. AtltlNlons and Deletions Report for AIA Document A295TM -2008. CopyngM®2008 by The American Imtitu[e of Architects. All rights reaervatl. WARNING: This AIAo Document is protadetl by U.S. Copydght Law antl International Trestles. Unauthodzstl reprotluction or distribution of this AIA® Document, orany portion of a, may resuk In severe civil and cdminal penaaies, and will be prosacutetl to tha maximum extent possible ~ntlerthe law. This 21 documem was produced by AIA software at 13:35:01 on 01/15/2010 under Ober No.1000396152 1 which expires on 04/22/2010, and is not for resale. User Notes: - (1902864999) ~ 9.21.1.1.2 The allowable overhead and profit on chanties in the Work included in the total cost to the Owner shall be based on the following schedule: .1 For the Contractor. for Work performed by the Contractor's own forces. ten percent (10°/) of the cost § 9.21.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by [he Contractor; an order for a minor change in the Work may be issued by the Architect alenaalone 6 9 21 1 21 Notwithstandine anvthine in the GMP Documents to the contrary Amendments or Change Orders shall not be binding on the Ciri except as follows: 8 9.21.1.2.2 Amounts under $5,000 require only Department Head signature; 6 9.21.1.2.3 Amounts between $5.000 and $10,000 require Ciri Manager signature; 6 9.21.1.2.4 Amounts between $10,000 and $25,000 require Ciri Attorney and City Manager signature; 6 9 21 12 5 Amounts over $25 000 require Citv Council approval and signature by the Mayor or a duly authorized official in his absence. § 9.21.1.3 Changes in the Work shall be performed under applicable provisions of the GMP Documents, and the Contractor shall proceed promptly, unless otherwise provided in the GMP Amendment, Change Order, Construction Change Directive or order for a minor change in the Work. § 9.21.2.1 A Change Order is a written instrument prepared by the A~rekiteeFConstruction Manager and signed by the Owner, Contractor and Architect stating their ageement upon all of the following: PAGE 38 § 9.21.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment m the Contract Sum, the AaehiteetConstruction Manager shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit °^ -•-` ` "` ~- "- ^'-_ _ r`,_._., ..,._ . ~ .............._ :e_° °.,°., __. e_..ti :_ .ti., r,.._._ r^.,.,«..°.°_ ~ ~,.._,,,_... _°°^,.,,°u° °...°,.... in accordance with Section 9.21.1.1.2. In such case, and also under Section 9.21.3.3.3, the Contractor shall keep and present, in such form as the Arekitcet Constvction Manager may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the GMP Documents, costs for the purposes of this Section 9.21.3.7 shall be limited to the following: .4 Costs of premiums for all bonds and ~_^••`°^^° --~' ` °^ °_a ^°'°^ ••^ ~-"~'°"°°°° insurance and permit fees related to the Work; and .5 A~i8eRe1-Additional, actual costs of supervision and field office personnel directly attributable to the change. § 9.21.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect-Construction Manager. When both additions and credits covering related Work or substitutions aze involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. PAGE 37 § 9.21.3.10 When the Owner and Contractor agee with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such Atldalons antl Deletions Report for AlA DowmeM A295^' -2008. Copyright®2008 by The American Institute of Architects. NI rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction ordistdbution of this AIA® Document, 22 or any portion of it, may resuh in severe civil and criminal penaaies, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA sotlware at 13:35:07 on 07/15/2070 under Ober No.1000 398 7 52_7 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) agreement shall be effective immediately and the ""-rr.~hit~Construction Manaeer will prepare a Change Order. Change Orders maybe issued for all or any part of a Construction Change Directive. The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the GMP Documents. Prior to issuing a Minor Change, the Architect shall notify the Owner and the Contractor of the nature, extent and anticipated time of issuance of the proposed directive. The Architect and Contractor shall make adjustments to the GMP Documents to reflect the proposed directive for the review of the Owner, Architect and Contractor. ~If the Contractor should determine the t>~'eet-efthat the proposed directive e~will increase the cost and time of completion of the Work exd-eR-or imoact the Contractor's ability to construct the work in accordance with the revised GMP . Documents, then the Contractor shall so notify the Owner and the Architect The Contractor shall not proceed without an approved Change Order or Construction Chan a Directive § 9.22.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be famished by the Contractor and AwReF-0wner, and execution of the GMP Amendment. The date of commencement of the Work shall not be changed by the effective date of such insurance. GMP Documents. or all of the followine options' § 9.22.2.8.1 Require the Contractor to prepare a Recovery Plan to eet back on schedule within ten (10) days § 9.22.2.8.3 Withhold rorogress payment in accordance with Section 9 23 5 1. 5 9.22.28.4 Contact or visit any factory, plant or distribution center whose production ar deliverv schedule maybe causing a delay to the scheduled completion of the Work and expedite same at Contractor's expense Work to ensure its completion within both [he Contract Time and [he updated Contractor's Construction Schedule Atltlhions and Deletions Report for AIA Document A296TM -2008. Gopyrigm®2008 by The American Institute of Architects. All dghts reservetl. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treallas. Unauthorized reprotluctlon or distribution of this AIA® Document, 23 or any portion of il, may resua in severe civil and cdminal penaales, antl will be prosecutetl to the maximum extent possihle antler the law. This document was prOtluceO by AIA software at 13:35:01 on 01/75/2010 under Order No.1000398752_1 which expires on 04/22/2010, antl is not for resale. Uaar NOles: (1902864999) ~ 9.22.2.8.2 Requite the Contractor to increase its work force. work overtime. and/or extra shifts and do whatever else is required by the Owner until Contractor gets back on schedule as established by the Contractor's Construction Schedule (including any updates thereto). such measures beine at no extra cost to Ovmer 10.2. The parties acknowledee and aeree that the daily amounts set forth above for liquidated damaees are reasonable due to increased costs of administratine the Contract and increased consultants' expenses, incurred by the Owner due to delays in completion. § 9.22.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, ,the Construction Manaeer , any of their employees, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in deli~erie~trarlsportation, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending ;mediation: or by other causes that the Architect cr Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable dme as the Architect and Owner may determine. This provision shall not affect or limit the Owner's rights against any party other than the Contractor. PAGE 39 The Contractor shall submit to the Architect, Owner, and Construction Manager, before the first Application for Payment submitted for construction of the Work, a sekedelesf~alues-Schedule of Values allocating the entire Contract Sum to the various portions of the Work and prepazed in such form and supported by such data to substantiate its accuracy as the "_^>,:'°,.. ~^.. __,.,,:_,. TI,<.. ,...>,°.1..7° Architect, Owner, and Construction Manager may requite. the Contractor's Applications for Payment. objected to by the Architect, shall be used as a basis for reviewing § 9.23.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect and Construction Manager an itemized Application for Payment prepazed in accordance with the sekedeleef „°u,__ u.......:_,.a .._a._ c,.,,a:.,., n of o Schedule of Values for completed portions of the Work. Such applicafion shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Construction Manager. Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the GMP Documents. § 9.23.3.2 Unless otherwise provided in the GMP Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similazly be made for materials and equipment suitably stored off the site at a location ageed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such nteferials evidenced by a Certificate of Insurance or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. Adtlaiona and Deletions Report for AIA Document A295^' -2008. Copyright®20077 by The American Institute of Architects. All dghts reservatl. WARNING: This AIA® Document is protected by U.S. Copydght Law antl International Trestles. Unauthodzed reprotluaion or tlistdbution of this AIA® Document, 24 orany portion of it, may resua in severe civil antl criminal penalties, antl will ba prosecuted to the maximum ezteM possible antler tha law. This tlocumen[ was produced by AIA software at 73:35:07 on 01/15/2010 under Ober No.7000396152 1 which expires on 04/22/2010, arW is not for resale. User NOies: (7902864999) § 9.23.3.3 The Contractor warrants that fitle to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work. Evidence of pavment for all work included in previous pavments to the Contractor shall be provided in writine from each subcontractor and material supplier. !z 9.23.3.4 As a condition precedent to payment, the Contractor shall demonstrate that the As-Built Record Drawings aze updated in electronic format and the Contractor's Constmction Schedule is undated through the date of the Application for Payment. PAGE 40 § 9.23.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect's Imowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the GMP SeauRtents-Documents, and that the As-Build Record Drawings aze updated in electronic format and that the Contractor's Construction Schedule is undated through the date of the Application for Payment. The foregoing representations aze subject to atrthe Architect's evaluation of the Work for conformance with the GMP Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the GMP Documents prior to completion and to specific qualifications expressed by the Owner or the Architect. The issuance of a Certificate for Payment will further constmte a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.23.4.3 The ~ekiieet-Cotstruction Manaeer shall maintain a record of the Applications and CeRificates for Payment. 6 9.23.4.4 Refainage of ten percent (10%1 will be withheld until the Contractor is fifty percent (50°/ 1 completed with the Constmction Phase of the Work. Thereafter. the accumulated retainaee may be held without additional retainage § 9.23.5.7 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonablynecessary to protect the Owner, if in the Architect's opinion the representations tothe Owner required by Section 9.23.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Applicaton, the Architect will notify the Contmetor and Owner with a concurrent copy to the Construction Manager as provided in Section 9.23.4.1. If the GentraeteF-Contractor. Construction Manaeer and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 9.3.2, because of .6 repeated failure to carry out the Work in accordance with the GMP Documents. .7 reasonable evidence the Work cannot be completed for the unpaid balance of the GMP: 8 contractor's failure to obtain necessary pennits or licenses or to comply with applicable codes reeulafions. or other laws; .9. failure to maintain current As-Built Record Drawings in electronic format: Addkions and Deletions Report for AIA Documerrt A295"' - 2008. Copyright ®2008 by The American Institute of Arcnitects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Trestles. Unauthorized reprotluction or tlisidbution of this AIA® Document, 25 or any portion of k, may resuk in severe civil and criminal penakies, and will be prosecutetl to the maximum extent possible under the law. This document was produced by AIA software at 13:35:01 on 01H 5/2010 under Order No.7 000 396 7 52_1 which expires on0422/2010, arM is not for resale. User NOtes: (1902864999) .10 fiilure to maintain a cturent updated Constmction Schedule; 11 failure of the Contractor to comply with provisions of the GMP Documents. PAGE 41 § 9.23.6.3 The AreHiieePCmstruction Manaeer will, on request, famish to a Subcontractor, ifpracticable, information regazding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner at account of portions of the Work done by such Subcontractor. § 9.23.6.4 The ontractor shall provide written evidence to the Owner that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted WerlFWork, beeinnine with the second Application for Payment. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. § 9.23.6.7r 1 a ,. >, n.._~..~.>,.._........_.>,,._a:_.>,., a,n _e....l ....... ,.a.1.er ge}~lents-Pavments received by the Contractor fm Work properly performed by Subcontractors and suppliers shall be held in trust by the Contrnctor for those Subcontractors or suppliers who performed Work m famished materials, m both, under contract with the Contractor for which payment was made by the Owner. If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the GMP Documents the amount certified by the reselxtierrArchitect, then the Contractor may, upon seven-15 (fifteen) additional days' written notice to the Owner Addhions and Deletions Report for AIA Document A295° -2008. Copyright®2008 by The American Institute of Architects. All rights reservatl. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or tlistribution of this AIA® Document, 26 or any portion of b, may result in severe civil and crtminal penalties, and will be prosecutetl to the maximum a#eM possible antler the law. This document was produced by AIA so8ware at 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) § 9.23.5.2 When the above reasons for withholding certification aze removed, certification will be made fm amounts previouslywithheld. In the event theArchited nullifiesapreviouslyissued Certificate forPavmentandtheOwnerhas, . The Contractor shall not stop work m terminate the Contract if the Architect should refuse to issue certification under Section 9.23.5 m its subsections m any other portion of the General Conditions as supplemented herein. and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the GMP Documents. PAGE 42 § 9.23.8.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Secton 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the GMP Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepaze and submit a list to the Architect and Construction Manaeer as provided under Section 10.1.4. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no ageement is reached, by decision of the Architect. § 9.23.8.2 Immediately prior to such partial occupancy or use, the 9wReFOwner and Construction Manaeer, the Commissionine Aeent, Contractor and Architect shall jointly inspect the azea to be occupied or portion of the Work to be used in order to determine and reeer~-cazefully document the condition of the Work. § 9.24.2.4 When use or storage of explosives or other hazazdous materials or equipment or unusual methods aze necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities only under supervision of properly qualified personnel. The Contractor shall not use or store exolosives or other hazardous materials or eauirnnent on the Proiect without the advance written consent of the Owner after I S (fifteen) davs written notice. PAGE 43 § 9.24.3.1 The Contractor is responsible for compliance with any requirements included in the GMP Documents regazding hazazdous materials. If the Contractor encounters a hazazdous material or substance not addressed in the GMP Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but no[ limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected azea and report the condition to the AwweFOwner, Constmction Manaeer and Architect in writing. § 9.24.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain [he services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the GMP Documents, the Owner shall famish in writing to the~Constmction Manaeer. Contractor and Architect the names and qualifications of persons or entities who aze to perform tests verifying the presence or absence of such material or substance or who aze to perform the task of removal or safe containment of such material or substance. The Construction Manaeer, Contractor and the Architect will promptlyreplyto the Owner in writing stating whether ornot either has reasonable objection to the persons or entities proposed by the Owner. If either the Construction Manaeer, Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected azea shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up. Additions and Deletions Report for AIA Document A298"' -2008. Copyright®2008 by The American Institute of ArchitecLS. All rights reservetl. WARNING: This AIA® Document is protectetl by U.S. Copydght law antl International Treaties. Unauthodzetl reprotluction or distdbution of this AIA® Document, 27 or any portion of it, may result in severe civil and cdminal penakies, antl will be prosecuted to the maximum extent possible under the law. This dowmem was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, antis not for resale. User NOtes: (1902864999) § 9.24.3.4 The Owner shall not be responsible under this Section 9.24.3 for materials or substances the Contractor brings to the ire to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. PAGE 44 § 9.25.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the GMP Documents, it must, if requested in writing by the COrISh'UCtIOI, Manager or Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expose without change in the Contract Time. § 9.25.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Construction Manager or Architect may request to see such Work and it shall be unwvered by the Contractor. If such Work is in accordance with the GMP Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the GMP Documents, such costs and the cost of correction shall be at the Conttactor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. The Contractor shall promptly correct Work rejected by the Architect or Cammissionine Agent or failing to conform to the requirements of the GMP Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed m completed. Costs of cottecling such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Construction Manager's. Architect's and Commissioning Agent's services and expenses made necessary thereby, shall be at the Contractor's expense. § 9.25.2.2.1 th addition to the Contractor's obligations under Section 9.5, if, within ene yeaftwo veazs after the date of Substantial Completicn of the Work or designated portion thereof or after the date for commencement of war,anties established,mder Section 9.23.8.1, or by terms of an applicable special warranty required by the GMP Documents, any of the Work is found to be not in accordance with the requirements of the GMP Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the ene-yeeHwo-vear neriod for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the r• ._.. _ .,_., ... _.,..,.e ., ,.,.,:_ c _ ,__......,. ,.c.. ~_,..,.. ronhactor. If the Contractor fails to correct nonconforming Work within a reasonable fime during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 9.25.2.7. Addhions antl Deletions Report for AIA Document A285"' - 2008. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law antl International Treaties. Unaulhodzetl reproduction or distribution of this AIA® Document, 28 or any portion of k, may resuh in severe cNil antl criminal penalties, antl will be prosecutetl to the maximum extent possible antler the law. This document was produced by AIA software at 13:35:01 on 01/t 5/2010 under Order No.1000386152_t which expires on 04/22/2010, and is not for resale. User NOtes: (1902864888) § 9.25.2.2.2 The ene-yee~tw~period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 9.25.2.2.3 The eRe-yeeftwo-vear period for correction of Work shall neEbe extended by-for anv corrective Work performed by the Contractor pursuant to this Secfion 9.25.2. The oblieation to correct the Work shall include anv § 9.25.2.5 Nothing contained in this Section 9.25.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the GMP Documents. Establishment of the ene-yeeftwo-vear period for correction of Work as described in Secfion 9.25.2.2 relates only to the specific obligation of the Contractor to correct the Work, and hasno relationship to the time within which the obligation to comply with the GMP Documents maybe sought to be enforced, nor to the time within which proceedings maybe commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. PAGE 45 Upon commencement of the Work, ifthe Contractor defaults or neglects to carry out the Work in accordance with the GMP Documents and fails within aten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Construction Manaeer's or Owner's or Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts chazged to the Contractor are both subject to prior approval of the "-:~.;-.t-~'. Constmction Manaeer. If payments then or thereafter due the Contractor aze not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. § 9.26.3 The Architect responsibility to administer the Contract terminates on the date the "" -~^,wner approves the final Certificate for Payment. PAGE 46 § 9.26.4.3 The Architect, in consultation with the other Project participants, shall interpret and decide matters concerning performance under, and requirements of, the GMP Documents on written request of either the Construction Manaeer. Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 9.26.4.4Interpretations uxd-~esisiens-of the Architect shall be consistent with the intent of and reasonably inferable from the GMP Documents and shall be in writing or in the form of drawings. When making such inferprefatiens interpretations. and decisions, the Architect shall not show partiality to either, and shall not be liable for results of interpretations of deeisiens-rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the GMP Documents. § 9.26.5.1 The Architect shall review the Contractor's submittal ~°~,o..~a '°,a,~-:,°m:TSChedule and shall not unreasonably delay or withhold approval. The Architect's acton in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. AddHions and Deletions Report for AIA Document A285° -4008. Copyright®2008 by The American Institute ofArchitecfs. All rtphts reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reprotluction ordistdbution of this AIA® Document, 29 orany portion of it, may resuk in severe civil antl criminal penaaies, antl will be prosecutetl to the maximum extent possible under the law. This document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) § 9.26.5.2 Tn accordance with the Architect-approved submittal schedule, the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and SB>npler,-but i3te-~A4F-Bee~Rts-Samples. Review of such submittals is not for the purpose of determining the accuracy and completeness of other inforamaton such as dimensions, quantities, and installation or performance of equipment or systems, which aze the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. PAGE 47 § 10.1.3 The --`:•--"- :_._,.u:,..,_ ,,...,, ,,_ .__.,..,..va ..,:a, a.e n..m~ronstruction Manager shall schedule the Architect's inspections to be conducted with the Owner and the Commissionine Agent to check conformance of the Work with the requirements of the GMP Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 10.1.4 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect and Construction Manager a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the GMP Documents. § 10.1.5 Upon receipt of the Contractor's list, the Architect and Commissioning Agent will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's or Commissioning Aeent's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the GMP Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the ""-Architect or Commissionine Agent. In such case, the Contractor shall then submit a request for another inspection by the Architect and Construction Manager to determine Substantial Completion. § 10.1.7 The Architect shall forwazdto the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of }ieRSClaims or bonds indemnifying the Owner against lieRS; claims: and (3) any other documentation required of the Contractor under the GMP Documents. § 10.1.9 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for 200% of the value of the Work that is incomplete or not in accordance with the requirements of the GMP Documents. The value of the incomplete or noncompliant Work shall be based on the Cost to the Owner to complete or repair the Work usine other Contractors. § 10110 The Contractor shall provide a distal video record of all Owner stafftraining and commissioning of equipment. These videos will become a permanent part of all Operations and Maintenance manuals as applicable. Completion. Addaiona antl Deletions Report for AIA Document A295TM -2006. Copyright®2008 by The American Institute ofArchitec[s. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and Intematlonal Treaties. Unamhorizetl reproduction or distribution of this AIA® Document, SG or any portion of it, may resua in severe civil antl criminal penalties, antl will be prosecutetl to the maximum extent possible under the law. This document was produced by AIA software a< 13:35:01 on 01/15/2010 under Order No.1000396152_7 which expires on 04/22/2010, antl is not for resale. User NOtes: (1902864999) PAGE 48 § 10.2.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance, and a Final Certificate of Occupancy has been obtained on each buildine. and upon receipt of a final Application for Payment, the "-"-ram ;it~:.;l;-Construction Manaeer will schedule the Architect and Cormnissionine Aeent to promptly make such inspection and, when the Architect €ir~sand Commissionine Aeent find the Work acceptable under the GMP Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the GMP Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 10.2.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 10.2.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the GMP Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the GMP Documents, (4) consent of surety, if any, to final payment and (5), ifrequired by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subeontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory [o the Owner to indemnify the Owner against such lier~claim. If such lien-claim remains unsatisfied after payments aze made, the Contractor shall refund to the Owner all money that the Owner maybe compelled to pay in dischazging such lierrclaim including all costs and reasonable attorneys' fees. § 10.2.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manaeer or Architect so econfirm, the Owner shall, upon application by the GeuSaetefContmctor, ar recommendation by the Construction Manaeer, and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance fot Work not fully completed or corrected is less than retainage stipulated in the GMP Documents, and if bonds have been famished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that i[ shall not constitute a waiver of claims 11.1.1 The construction. Untt1 the OC1Y insurance coveraee is further clarified by addendum the Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: PAGE 49 § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the GMP Documents or required by law, whichever coverage is greater Coverages, whether written on an occurrence or Atltlttlons antl Deletions Report for AIA Document A295"' -2008. Copyright®2008 by The American Institute of Architects. All dghts reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthodzetl reproduction or tlistdbution of this AIA® Document, 31 or any portion of N, may resua in severe civil and cdminal penahies, antl will be prosecutetl to the maximum extent possible under the law. This documem was produced by AIA software at 13:35:07 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (1902864999) claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the GMP 13eeu~.wt~Documents, or until the end of the Colorado statute of repose, whichever is lont=.er. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability covemge, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 10.2 and thereafter upon renewal or replacement of such wverage until the expiration of the time required by Section 11.1.2. Information concerning reduction of coverage lm account of -°~ °-°laims paid under the General Aggregate, eF-bath,-shall be famished by the Contractor with reasonable promptness. § 11 1 7 Insurant:e Pdicies' Owner reserves the rieht to request and receive a certified copy of anv nolicv and anv endorsement thereto. 6 11 1 8 Governmental Immunity' The parties hereto understand and aeree that Owner is relvine on, and does not waive or intend to waive by anv provision of this contract, the monetary limitations (presently $150000 00 per person Atltlhions and Deletions Report for AIA Document A285° - 2008. Copyright®2008 by The American Institute of Architects. All rights reserved. wnawrve: This AIA® Document is protected by U.S. Copyright Law antl International Treaties. Unauthodzatl reproduction or tliatdbution of this AIA® Document, 32 or any portion of h, may result in severe civil antl criminal penalties, and will be prosecuted to the maximum extant possible antler the law. This Document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_1 which expires on 04/22/2010, antl is not for resale. User Notes: (1902864999) § 11.1.4 The Contractor shall cause the commercial liability coverage required by the GMP Documents to include (1) the Owner, the Construction Manaeer, the Architect and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. 4 Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,0001 each claim and ONE MILLION DOLLARS ($1,000,000) aeereeate. PAGE 50 § 11.3.1 Unless otherwise provided, the 9~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 initial Contract Sum, plus value of subsequent Contract A4edifeeafieRS-Modifications. Amendments. 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 GMP Documents or otherwise agreed in writing by all persons and entities who aze beneficiaries of such insurance, until final payment has been made as provided in Section 10.2 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered, whichever is later. This insurance shall include interests of the Owner, the Construction Manaeer. the Contractor, Subcontractors and Sub-subcontractors in the Project. ~ereta - § 11.3.1.3 Ifthe property insurance requires deductibles, the 9wneFConhactor shall pay costs not covered because of such deductibles. PAGE 51 The AwReFContractor shall purchase and maintain boiler and machinery insurance required by the GMP Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of [he Owner, Construction Manaeer. Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. ""-- ^---°- •• °'°°° -" ~°'-•° -° ^- ' § 11.3A If the Contractor requests in writing that insurance for risks other than those described herein or other special causes ofloss be included in the propertyinsurance policy the ^••---~°" tO--^^~'~'°, "ontractormav include such insurance, and the cost thereof shall be c'.::;6= ± •.~ ~':: !' V-'-V=.c-'c~ :-rr; cr-c,c C'.:,,,,6, ,,, a„~.submitted to the Owner for a determination reeazdine incomoratine the cost into the GMP AddHlons and Daletlons Report for AIA Document A295"' -2009. Copyright®2008 by The American Institute ofAmhitects. All dghts reaervatl. WARNING: This AIA® Document Is protected by U.S. Copyright Law antl International Treaties. Unauthodze0 reproduction or tlistdbution of this AIA® Document, 33 or any portion of k, may resua in severe civil antl cdminal panahies, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:35:01 on 01/15/2010 under Order No.1000398152_7 which expires on 04/22/2010, and is not (or resale. User Notes: (1902864999) 511.1.10 DedudiWe: The Contractor shall Dav anv amounts not covered because of a deductible § 11.3.5 the Owner. § 11.3.6 .: r._..r.:., c....:..., x, z c....r....a:.,., ~t._n .,.......:....n _.........n.. . ' § 11.3.8 Additions antl Deletions RepoA for AIA DowmeM A295TM -2009. Copyright®2008 by The American Institute of Architects. All rtgh4 reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law antl InternMional Treaties. Unauthorized reprotluMlon or distdbutlon of this AIA® Document, or any portion of h, may resu0 in severe civil and criminal penahies, antl will be prosecutetl to the maximum extent possible under the law. This dowment was produced by AIA software at 13:35:01 on Ot/15/2010 under Order No.7000396152_i which expires on 04/22/2070, antl is rwt for resale. (7902864999) User Notes: § 11.3.7 Contractor and by appropriate written agreements shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. ' .Before an exposure to loss may § 11.3.9 § 11.4.1 The °~°m°- °'•°"'--••- ~'-° ~°'-~ ~- _--~~ -- «- ~-- ontractor shall famish bonds covering faithful performance of the Contract and payment of obligations arising Preconstruction Services. on the date of execution of the Contract. PAGE 52 § 11.4.3 The bond form shall be Performance Bond - AIA Document A312 1984 Edition oa es one throw hand includine seven, includine a certiSed Power of Attomev such actual. additional expenditures as Cost of the Work § 11.4.5 The Contractor shall also famish maintenance bonds as required under the GMP Documents PAGE 53 Payments due and unpaid under the GMP Documents shall bear interest from the date oavment is due at seeh-rateas Work. Atltlhions antl Deletions Report for AIA Document A295^' -2008. Copyright®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protectetl by U.S. Copyright Law and International Treaties. Unauthodzed reprotluction or tlisidbution of this AIA® Document, $$ or any portion of b, may resuh In severe civil and criminal penahies, antl will be prosecutetl to the maximum extent possible under the law. This dowmem was produced by AIA software at 13:35:07 on 01/15/2010 under Order No.7000396152_1 which expires on 04/22/2010, and is not for resale. User Notes: (7902864999) The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with Article 13 within the time period specified by r u , L...:_ _ ...L.... 1 n . .,ao...Le a_.,...o c..t..... «,., olorado law. The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 12.6. Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the •r L.... __L:._~ :.. _,.. _ ..: ~,.....L., r_:«.,, r.e,.:~:,... ~~ Construction Manaeer.. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. PAGE 54 Construction Schedule. .] L. .L,, 1~.,.. ti. .... F__ ___,,:.~.., ..11C,.., .,.,_e_..e.. _..l...i:.... :L.. _..~.~ .........:.. ..F ~ L F r_____ ..F C_.._..:..,. L .. .._a ..e....... .._a c _ 1,..... „F.,_,.a. /~. /~ - Ai...t:_., ,..».a..._va :« .L:,, o....«,._ 1 Z 1 G ..L,.11 Le dm...e.i ... _-..,.l.. d .. ........ ....a ..F r a § 73.2.7 Claims arising after the commencement date of the Work, excluding those arising under Sections 9.24.3, 9.24.4, 11.3.9, and 11.3.10, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision .Maker. Except for Add'dions and Deletions Report for AIA Document A285^' -2008. Copyright®2008 by The American Institute of Architects. All rights reservetl. WARNING: This AIA® Document is protected by U.S. Copyrieht Law antl International Treaties. Unauthorized reprotludion or tlisidbution of foie AIA® Document, 36 or any portion of h, may rasuk in severe civil antl criminal penalties, and will be prosecutetl to the maximum extent possible under the law. This Document was producetl by AIA software at 13:35:01 on 01/15/2070 untler Order No.1000396152_1 which expires on 04/22/2010, and is not for resale. User NOtes: (1902864999) Documents used in constructine the imorovements. those Claims excluded by this Section 13.2.1, an initial decision shall be required as a condition precedent to mediation of any such Claim arising prior to the date final payment is due, unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered. Unless the Initial Decision Maker and all affected patties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons m entities other than the Owner. PAGE 55 § 13.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Project except those waived as provided for in Sections 10.2.4, 10.2.5, and 13.1.6 shall be subject to mediation as a condition precedent to binding disgtHereselufier~litieation. Venue and jurisdiction for anv suit broueht to atforce the terms of this A~eement shall be in Pitkin Countv District Court. State of Colorado § 73.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the Judicial Arbiter Group. Denver. Colorado. in accordance with its-Conshvction Industry Mediation Procedures in effect on the date of the Owner-Contractor Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of bit>~iRg litieation but, in such event, mediation shall proceed ' r,,~-'°.:._ ~_---':_,.....,.:_,...>,..n >_,........., _~a:_,. ~,,,:_< _ ~ _ _ -_-' _`within 60 days from the date of filing, unless stayed for a longer period by agreement of the leteFpreeee~ing~ 'es. § 13.3.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Aspen. Colorado. Written Agreements. executed by the parties. reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. walk-through of ffie site. or its successor program. Adtlalons and Delatlons Repoli for AIA Dowment A295"' -2008. Copyright ®2008 by The American Institute of Architects. All rights resarvetl. WARNING: This AIA® Document is protactetl by U.S. Copyright Law antl International Treaties. Unauthodzetl reproduuYion or tlistribution of this AIA® Document, $7 or any portion of a, may resuk in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA aottware al 13:35:01 on 01/15/2010 under Order No.1000396152 1 which expires on 04/22/2010, and is not for resale. User Notes: - (1802864999) g 15.2 Definitions. The following terms are defined in the new law and by this reference are incorooratedherein and in anv contract for services entered into with the Owner. 2 "Department moazam" means the employment verification mogram established pursuant to Section 8-17.5-102(SXc). .3 "Public Contract for Services" means this Agreement. 4 "Services" means the famishing of labor time or effort by a Contractor or a subcontractor not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. 6 15 3 By liming this document Contractor certifies and represents that at this time• 1 Contractor shall confirm the employment elieib{lity of all employees who aze newly hired for employment to perform work under the public contract for services• and 2 Contractor has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not illegal aliens. 6 15.4 Contractor hereby confirms that: 2 Contractor shall not enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. 5 If Contractor obtains actual knowledge that a subcontractor performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien. Contrctor shall: 1 Notify such subcontractor and the Owner within three days that Contractor has actual knowledge that the subcontractor is employing or subcontracting with an illegal alien: and Subsection 8-17.5-102, C.R.S. Addhions and DelNfons Repoli for AlA Dowment A295"' -2008. CoDYTlght®2008 by The Amedcan InstiWte of Architects. All dghts reserved. WARNING: This AIA® Document is protected by U.S. Copydght Law and International Treaties. Unauthorized reproduction or tlistdbution of this AIA® Document, .38 or any portion of h, may result in severe civil and criminal panakies, antl will ba prosecuted to the maximum extent possible under the law. This document was pro0ucetl by AIA software at 13:35:01 on 07/15/2010 under Order No.1000396152_7 which expires on 04Y22/2070, and is not for resale. User NOtes: (7902864999) 2 Terminate the subcontract with the subcontractor if within three days of receiving the ~.. J.. .L ..~1:....L1.. 1... ti L.._.:..._ a. YC fN~~ilti'fIf1M1-1TIVFl~VIT0.•'•••••'•''•:~:,~'•l..e....... ..~,._w:.., ..l...ll _... ,. L' F 1 ' e~L~.....u _ q.__ _ . a__.,_L~a,._.~R,_ 2ft „~ N Addaions and Deletions Report for AIA Document A295TM - 2088. Copyright ®2008 by The American InsBtule of Amhitec[s. All rights reserved. WARNING: Thia AIA® Document is protected by U.S. Copyright Law and Intematlonal Treaties. Unauthorized reproduction or tlistrtbution of this AIA® Document, 39 or any portion of it, may resuh in severe civil antl crtminal penahies, and will be prosecuted to the maximum extent possible under the law. This document was protluce0 by AIA software at 13:35:01 on 01/15/2010 under Order No.1000396152_7 which expires on 04/22/2010, and is not for resale. User Notes: (1902864999) Cert~cation of Document's Authenticity AIA® Document D401 TM - 2003 I, Ianet Lawler McDaniel, hereby certify, to the best of my ]mowledgq infortnatim and beGely that I created the attached final dacummt simultmeously with its associated Additims and Deletims Report and this certificatim at 13:35:01 m 01/15/2010 order Order No. 1000396152_1 fi~ AIA Cmtract Documents software and that in Preparing the attached fiosl document I made no changes to the original text of AIAm Doorman[ A295TM -2008 - Genetal Conditims of the Connect for Integrated Project Delivery, as published by the AIA in ita softrvarc, other than those additima and deletions aheav in the associated Additims and Deletims Report. Vl~te~°,rr,~.ew ~'h~~~ (SrBna~ lfYfOvM~+q (Title) ~I~s/20/0 (firms AU Doewnant D101 ° -1003. Copydpht O 11192 antl 2003 byThs American InatlWb dArohitsga. All rlphp tasrnd. WARNING: Thle AIA° Document Is proteUetl by U.S. Capydpht Law and InNmalional Treads. Unauthodzed reproduabn or tlistdbutlon o/ thls AIA° Document, or any portbn of N, may result in severo cWil and crininal penallls, antl wlll be prosecuted to the maximum azlant posalbla antler the law. This doCrment ws pladupetl byAlA eolhvue al 13:35:01 an 01/1511010 under Order No.1000396152_1 wHCh agiiraa on 0/121/2010, antl le rat for rsale. Usr Nots: (1902850999) ~ 11 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent City of Aspen, Colorado October 21, 2009 THE CITY OF ASPEN 130 South Galena Street Aspen, CO 81611 {970)920-5000 www.aspenpitkin.com FINAL DRAFTI Page 1 of22 City of Aspen October 27, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent 1.0 Introduction The purpose of this Request for Proposals (RFP) document is to solicit Program Management / Owner's Agent services proposals from qualified firms for Phase II of the Burlingame Ranch affordable housing development in Aspen, CO. 1.1 Invitation to Proposers Your firm has been selected as a finalist to prepare a response to this Request for Proposals (RFP) based on your previously submitted response to the Request for Proposal for Multifamily Housing Development Program Manager /Owner's Agent services dated October 8, 2008 for the Burlingame Ranch Phase II Affordable Housing Project in Aspen, CO. To allow the City of Aspen (Owner) to fully understand your firm's intended approach to the project, carefully prepare a response based on the information required in this Request for Proposals. 1.2 Project Description The City of Aspen is in the process of developing alarge-scale affordable housing development at Burlingame Ranch in Aspen, Colorado. Burlingame Ranch is located approximately 2.5 miles northwest of downtown Aspen and can be accessed from State Highway 82 by turning West onto Harmony Road and following Harmony Road for approximately 1/2 mile to Burlingame Ranch. Phase I of the development has been completed and consists of 91 units, including 84 multifamily units and 7 single family lots. Phase II of the development will consist of an additional 167 units, including 161 multifamily units and 6 single family lots. Project Breakdown by Phase: Phase I ~ 84 b. a 15 7 Complete Phase II 161 20 6 RFP TOTAL 245 35 13 258 TOTAL The GRAND TOTAL will be 258 total units, consisting of 245 multifamily units and 13 single family lots. This RFP is for Phase II only. 1.3 Project Approach Phase I of the Burlingame Ranch affordable housing development utilized adesign-build project delivery methodology. After the substantial completion of Phase I of the development, the City of Aspen was moving forward in spring of 2008 with designs for Phase II. The Phase II design process was put on hold in spring of 2008, and a number of citizen groups weighed on what should be the City's approach to Phase II of the development. One such citizen group was the "Construction Experts Group" (CEG). The CEG developed a number of recommendations for Phase II, including conceptual plans as well as the AIA's Integrated Project Delivery (IPD) project delivery methodology. The City of Aspen subsequently decided to adopt the CEG's recommendations and pursue IPD for Phase II. FINAL DRAFT1 Page 3 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent 1.3.2 IPD Team Structure The IPD team structure is envisioned and contractually designed as follows: =Governance / Autharity ~~~ = Communication /Collaboration FINAL DRAFTI Page 5 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent 2.3 Selection Criteria The criteria for selection shall include but may not be limited to the following: Firm Experience: • Experience with Similar Projects • Team Members Experience • References 8 Other Experience Project Approach: • Project Understanding • Alignment with Project Goals • Team Coordination • Understanding of Process - Fees & Schedule: • Fee Worksheet • Ability to Meet Schedule Weightings for categories will not necessarily be related to the number of line items in each category. Categories and weightings are subject to change by the selection committee based on the best interests of the City of Aspen. 2.4 Contracts The selected firm will be required to execute and perform work subject to the attached AIA 6801 form of agreement between the Owner and Construction Manager and the AIA A295 General Conditions. The contract documents included provide a working framework for the overall project approach and should be considered part of the scope of work required by this RFP. Initial contract amount will include only design phase fees. ff City deems rt in the City's best interests, construction phase fees will be added by addendum. On October 20, 2009, Aspen City Council decided to go forward with this effort, however they directed that the Implementation Documents Phase not be part of the initial contract, and be added by addendum at a later date. See the fee worksheet for additional explanation. The firm ranked first by the selection committee will be granted the opportunity to sign the contracts exhibited with this RFP "as is". If the firm ranked first chooses not to sign the contracts exhibited with this RFP "as is", then the firm ranked second will be granted the opportunity to sign the contracts "as is", and so on. FINAL DRAFT1 Page 7 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program ManagerlOwner's Agent 3.2.2 Single Family Lot Program Burlingame Ranch Phase II: Single Family lot Program: There are six (6) single family lots to be platted as part of Phase II of the project as follows: • Single Family Lots as Part of Phase II to be platted in the Phase II area of the site = 4 • Single Family Lots as Part of Phase II to be platted in the Phase I area of the site = 2 • Total existing SF Lots that were platted as part of Phase I in the Phase I area of the site = 7 • Total resulting single family lots combined Phase I and Phase I I = 13 This RFP is for Phase II ONLY. 3.3 Phase II Multifamily Building Area Analysis The following information is based on conceptual plans. 3.3.1 Phase II Multifamily Units Livable Area: 3.3.2 Phase II Gross Building Areas (includes parking 8~ storage but not decks S patios) Phase II Average Building Area Efficiency: 62% (100% x livable area /gross area) FINAL DRAFTI Page 9 of 22 Phase II Average Unit Livable Area: 1,116 sq ft City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program ManagerlOwner's Agent 3.4.2 Schedule A tentatively proposed Phase II project schedule is as follows: Team selection & initial organizationlmobilization: 6 weeks (November-December 2009) Conceptualization: 4weeks (January 2010) Criteria Design: 6 weeks (February-March 2010) Detailed Design: 10 weeks (March-May 2010) GMP Bid Submitted: (June 2010) Implementation Documents: 10 weeks (August-October 2010) Construction 8 Closeout: 130 weeks (April 2011 -September 2013) Aspen City Council has requested that the Contractor at Risk's GMP bid be submitted by the IPD team by June 15, 2010 so that the City Council may have time to review the bid and consider placing a funding question on the November 2010 public election ballot. The deadline for placing a funding question on the November 2010 public election balot is approximately September 1, 2010. The GMP Bid shall be completed at or about the end of the Detailed Design phase and will require presentation to stakeholder groups by the Contractor at Risk and shall include presentation of the detailed design by the Architect. This will allow for the majority of the effort required in the I mplemerrtation Documents phase to be performed between September 1, 2010 and November 1, 2010 -that is -after the election ballot language has been submitted but before the election takes place. Upon assemby of the IPD team and commencement of work, a detailed schedule must be developed, verified, agreed and published by the IPD team. FINAL DRAFTt Page 11 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent 4.0 Scope of Services 4.1 Integrated Project Delivery Team Approach The following scope of services information has been substantially excerpted from the AIA's "Integrated Project Delivery: A Guide" and should be combined and reconciled with the attached contracts to fully understand the scope of services requested in this RFO. Although yourfirm's proposal is specific to the services requested herein, the scopes of services for all of the contracted IPD team members are included below for reference. 4.2 Detailed Description of Services 4.2.1 Conceptualization Deveboment Proarem Manaoer/Owner's Aaent • A/E Design Team, Contractor at Risk, Commissioning Agent evaluations & selection • Overall facilitation, coordination, organization and direction of the integrated team • Team's compliance with owner's requirements • Overall project schedule • Completeness of necessary project information • Conceptual analysis of stick-buiR versus modular or panelized construction ArchitecUEnai~eer Desian Team • Contractor, commissioner evaluations/selection • Validation of opportunities and options of the business proposition to the physical outcome of the project • Confirm space program meets code requirements and applicable standards and is aligned with overall project goals • Visualize massing of building and adjacency concerns on its site • Identify sustainable design outcomes that have a cost impact to the project • Design schedule • Feedback on building systems relative to achieving project performance goals • Identify unique project and system requirements that will effect project outcomes • Conceptual analysis of stick-buiR versus modular or panelized construction Contractor at Risk • Cost information: comprehensiveness and integration into model. • Constructability • Initial procurement and construction schedule, including integration into model • Initial cost data for their scope of work • Cost options for applicable scope of work • Constructability for applicable scope of work • Initial schedule data for applicable scope of work • Specific cost data • Identification of long lead items • Product data sheets • Life cycle and energy efficiency data • Conceptual anaysis of stick-buiR versus modular or panelized construction FINAL DRAFTI Page 12 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent Commissioning Agent • Work closely with the IPD team to develop the overall vision for the project and conceptual criteria for building/systems commissioning for heating and ventilating systems, fire alarm and suppression systems, domestic (hot) water systems and solar and/or ground-source preheating systems, PV systems and the remainder of building controls systems • Provide input on commissioning-related design considerations among project team members and work to develop and communicate project goals • Ensure, through communication with the IPD team, that the design being pursued by the IPD team follows and meets the overall vision for the project • Conceptual analysis of stick-built versus modular or panelized construction 4.2.2 Criteria Design Development Prooram Manager /Owner's Agent • Overall facilitation, coordination, organization and direction of the integrated team • Coordinate assignment of responsibilities, actions and completion requirements • Coordinate and track integrated team's performance • Coordination of overall project schedule • Final analysis of stick-built versus modular or panelized construction ArchitecUEnaineer Design Team • Integration of design input from all team members • Confirm user experience of building as it relates to project goals • Form, adjacencies and spatial relationships of the project • Coordinate selection of major building systems and performance requirements • Regulatory requirements for the building (i.e.: fire/life safety plan) • Sustainability targets and proposed systems • Outline or Performance Specification • Refinement of design schedule • Selecting major building systems and setting performance requirements • Locate major pieces of equipment and routing in the project • Identify unique conditions that need to be addressed in the next phase as the systems are being detailed • Final analysis of stick-built versus modular or panelized construction Contractor at Risk • Continuous cost feedback using information extracted from the model. At this phase many items may be conceptual, i.e., based on floor area or unit counts • Validation of target cost • Refinement of construction schedule • Constructability issues • Initial discussion of tolerances and prefabrication opportunities • Validate target cost for applicable scope of work • Validate schedule for applicable scope of work • Provide input for tolerances, prefabrication opportunities • Assess compatibility with the design and work of other trades • Validate target cost for specific items FINAL DRAFTI Page 13 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent • Validate lead times for long-lead items • Provide input for tolerances, prefabrication opportunities • Final analysis of stick-built versus modular or panelized construction Commissioning Aoent • Work with the IPD team to further develop conceptual criteria for building/systems commissioning iMo working criteria • Work with the IPD team to establish and document the owner's criteria for building/systems function, performance, and maintainability • Address, in design reviews, first-cost and long-term cost considerations, potential system performance problems, energy-efficiency improvements, indoor environmental quality issues, operation and maintenance considerations • Work with the IPD team to identify potential problems early, before they can affect later phases of the project and cause delays or require corrections • Final analysis of stick-built versus modular or panelized construction 4.2.3 Detailed Design Develooment Program Manager /Owner's Agent • Overall facilitation, coordination, organization and direction of the integrated team • Coordinate alternative options for presentation to Owner • Coordinate and track integrated team's performance • Ensure compliance with project requirements • Lead performance checking of building systems from the Integrated Team's stakeholders • Final direction onstick-built versus modular or panelized construction Architect/Engineerbesign Team • Coordinate and integrate input from project stakeholders and ensure compliance with project requirements • Detail concept ideas into constructible form • Code compliance • Complete design of building systems • Verify system performance • Final direction onstick-built versus modular or panelized construction Contractor at Risk • Provide continuous cost feedback using information extracted from the model; all item quantities are based on quantity survey or lump sums provided by Trade Contractors and suppliers • Verify that cost isall-inclusive and accurate • Verify prefabrication decisions • Verify construction schedule • Finalize coordination of building systems, including MEPS • Verify tolerances • Provide input for coordination and conflict resolution. • Provide detail-level models for applicable scope of work, adjust models to coordinate with other systems FINAL DRAFT? Page 14 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent • Verify cost for their scope of work • Verify schedule for their scope of work • Provide input for coordination and conflict resolution • Provide models of specific items • Verify cost for specific items • Verify schedule for long lead items • Verify tolerances for specific items • Final direction onstick-built versus modular or panelized construction Commissioning Agent • Formally review and comment on the design from a building/systems commissioning perspective and make design recommendations to facilitate commissioning and improve building performance • Develop, with input from the project team, a detailed commissioning plan for each building and each building system • Deveop, with input from the project team, commissioning-related requirements that will be the contractor's responsibility, including equipment installation and start-up, documentation and functional testing • Final direction onstick-built versus modular or panelized construction 4.2.4 Implementation Documents Development Program Manager /Owner's Agent • Overall facilitation, coordination, organization and direction of the integrated team • Coordinate complete information for legal requirements of project as it relates to the owner's procurement method • Coordinate team input and facilitating team buy-in for overall project schedule and budget ArohitecUEnaineer Design Team • Finalize modelforarohitecturallyrelateddesignintentforconstruction • Provide descriptive information forfabrication and construction of architecturally related scope • Finalize specifications • FinalizemodelforconsuRant'srelateddesignintentforconstruction • Provide descriptive information for fabrication and construction of consultant's related scope • Finalize specifications Contractor at Risk • Control of the BIM may transfer from the Prime Designer to the Prime Constructor at the conclusion of Detailed Design • Finalize construction schedule through 4D modeling • Finalize construction cost through 5D modeling • Complete infonnationfor: • Procurement • Assemby • Layout FINAL DRAFTt Paget 5 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent • Detailed schedule • Procedural information (testing, commissioning) • Ensure that all necessary work is accounted for. • Finalize cost and schedule for applicable scope of work. • Ensure BIM and specifications include sufficient and unambiguous informationfor completion of applicable scope of work. • Technically sophisticated Trade Contractors will augment the design model in lieu of preparing separate shop drawings, or will create a synchronized model forfabrication or installation purposes • Develop implementation information for applicable scope to shop drawing level • Finalize cost and schedule for their specific items • Technically sophisticated suppliers will augment the design model in lieu of preparing separate shop drawings, or will create a synchronized model forfabrication or installation purposes • Develop implementation informationfortheirscope to shop drawing level Commissioning Agent Develop, with input from the IPD team, detailed commissioning specifications from the information developed in Detailed Design Document responsibilities and systematic procedures for system testing, balancing, fine- tuning, training, owner's documentation & manuals, acceptance and warranty 4.2.5 Construction 8 Closeout Development Program Manager /Owner's Agent • Overall facilitation, coordination, organization and direction of the integrated team Arohitect/Engineer Design Team • Overall responsibility for Construction Contract Administration from a design perspective • Respond to RFI's and processing of submittals as required to support trades not part of the initial design activities • Coordinate RFI and submittal responses from all design consultants • Provide updates to BIM as required responding to field conditions and Design Consultant needs • Coordinate any changes due to field conditions not foreseen in the BIM. • Issue design change documents as required to respond to latent conditions and or owner-directed changes • Review change requests to confirm entitlement • Work with prime constructor to ensure the construction is proceeding in conformance with design intent • Issue substantial and final completions documents • Work with owner on user needs to use the BIM for life cycle benefit. • Document and or analyze any Post Occupancy Evaluation feedback • Respond to RFI's and processing of submittals as required to support trades not part of the initial design activities • Provide updates to BIM as required responding to field conditions • Coordinate any changes due to field conditions not foreseen in the BIM • Issue design change documents as required to respond to latent conditions and or owner directed changes FINAL DRAFTI Page 16 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent Review change requests to confirm entitlement Work with prime constructor to ensure the construction is proceeding in conformance with design intent Issue substantial and final completions documents Contractor • Coordinate trade contractors, suppliers, and self-performed work to ensure completion of the project according to contracts, budget, schedule and quality goals defined by the project team • Ensure safety of all personnel on the project site • Maintain good relations with neighbors • Coordinate with regulatory agencies for required inspections • Coordinate required testing • Finalize the BIM to correspond with built conditions. • Coordinate trades with the overall project to ensure efficient flow of work. • Coordinate fabrication and delivery of materials/assemblies/equipment to ensure efficient flow of work. • Provide Operation &Maintenance (O&M) information for applicable scope of work Commissioning AaeM Communicate with the IPD team and coordinate the systematic execution of the detailed commissioning plan for each building and for each system including installation, start-up, testing, balancing, fine-tuning, training, owner's documentationlmanuals, acceptance and warranty Verify and document compliance with the building/systems criteria developed throughout the design process Provide documented confirmation that the facility fulfills the functional and performance requirements FINAL DRAFTI Page 17 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent 5.0 Proposal Requirements 5.1 Qualifications Firms irnited to bid on this RFP have been pre-qualified and, as such, may omit or provide only brief descriptions of the items required in sections 5.1.1 - 5.1.3. Please disclose any inrormation that may have changed since the City last received a statement of qualifications from your firm. 5.1.1 Overview of the Firm/Team 5.1.1.1 Please provide your firm's qualifications via AIA Document 8305, Architect's Qualification Statement. 5.1.1.2 Please provide a description of your firm's financial history including: 5.1.1.2.1 Whether your organization is in the process of filing or has filed bankruptcy within the last five years; 5.1.1.2.2 A letter from you firm's financial institution noting your firm's financial stability. 5.1.2 Relevant Team Experience Please provide a list of projects relevant to the program described in this RFP and include the following inrormation: • Size and dollar value of each project; • Contact person and phone numberforthe Owner and Contractor, or other relevant references for each; • Relevant project experience focused on similar affordable housing and/or residential projects; • Emphasis on projects located in a mountainous setting, specifically projects in Aspen and/or Pitkin County; • Familiarity and experience with sustainable residential design in general and with the U.S. Department of Energy's Building America program specifically; • Detailed outline of project scope as well as your firm's specific scope of services provided; • Identify if your firm was the Design Arohitect orArchitect of Record for each of the relevant projects listed. 5.1.3 Program Management Capabilities Please describe in detail the fimi s overall program management capabilities as they relate to each phase of the IPD process. 5.1.4 In-House Personnel Dedicated to the Project Present the qualifications of the team leader and/or team members as follows: • Proposed role and decision-making capabilities for this project • Current resume • List of projects completed by this individual including specific scope of work • Owner and General Contractor contact person and phone number for each project listed • Key qualifications that make this individual an ideal fit for this project; • Number of hours per week this individual will be dedicated to this project during the design phase (you may refer to section 5.2.3) FINAL DRAFTI Page 18 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II ' Request for Proposals -Program Manager/Owner's Agent • Number of hours per week this individual will be dedicated to this project during the construction phase (you may refer to section 5.2.3) 5.2 Proposal Elements 5.2.1 Acknowledgement of Scope of Services 5.2.1.1 Please verify your understanding of the scope of services requested in this RFP as well as described in the contracts. 5.2.1.2 Describe how your firm will approach and execute each section of the scope of services and describe how your firm/team can add value to the services requested to create a successful project. 5.2.1.3 Please also describe what elements of efficiency yourfirm will bring to the project approach in order to help the City of Aspen best utilize funds and make suggestions in each area of the approach on what your fine will do to ensure that the intended outcomes of the IPD methodology are reached. 5.2.2 Fee Worksheet 5.2.2.1 Fees: Please complete the included fee worksheet. In doing so, please submit lump sum fees to provide the services requested by phase as categorized in the fee worksheet. Clickthe link below to obtain the fee worksheet: ftp•//fto asoenoitkin com/Burlirxtame2/Fee Worksheet FOR FINAL OA RFP.xIs Username: general Password: gen123$54 (click the SAVE option, not the OPEN option) 5.2.2.2 Reimbursables: Cleary identify all categories of reimbursable expenses, their proposed percentage of markup, and anticipated cost. Use comments as needed. The Owner expects to include the reimbursable amount proposed in the final design contract as atop-set to be billed against. Candidates are to assume detailed backup of reimbursable costs will be required with each invoice. 5.2.3 Detailed Schedule 5.2.3.1 Prepare a detailed suggested schedule, based on the IPD process, that will meet the constraints described in section 3.4.2 and describe the level of effort of each individual or role throughout each phase of the schedule and how, in each phase, yourfirm/team will integrate with the IPD team. 5.2.3.2 Please illustrate the billing rates associated with each individual or role and the amount of effort by each so that it will be clear how the overall pricing in the fee worksheet has been built up to reach the total for the proposal. 5.2.4 Design Process Coordination / QC Describe how your firm/team will coordinate the team's work during each phase of the schedule and what yourfirm/team will do to ensure quality. Include the amount of travel and frequency of on and off-site meetings and conference calls suggested for the project. FINAL DRAFTI Page 19 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent 5.2.5 Additional Requirements In addition to the scope of services described in this RFP and the services described in the attached contracts, be sure that the proposal also addresses the folowing: 5.2.5.1 The City of Aspen plans to dedicate the equivalent of two full time employees for the duration of the project. The program manager /owner's agent role is expected to entail no more than an average of 40 hours per week for the duration of the project. Proposals should be designed accordingly. 5.2.5.2 The program manager/owner's agent is expected to support the construction cost estimating effort as needed with the Contractor at Risk, ArohitecUDesign Team and Commissioning Agent throughout the design process. 5.2.5.3 The City of Aspen has developed preliminary conceptual designs (see section 7.2). These have been developed as a result of significant citizen input. The conceptual plans vary slightly from the building program described in this RFP and the attached conceptual site plan and are superseded by the building program described in this RFP and the attached conceptual site plan. Please verify your understanding of the importance of preserving this citizen input going into the Conceptualization phase. 5.2.5.4 During each phase of the IPD design process, the owners agent will be responsible for presenting a project update to City of Aspen stakeholder groups including the existing Burlingame Phase I Homeowners Association, the board of the Aspen Pitkin County Housing Authority, the Planning & Zoning Commission and Aspen City Council. The intent of these stakeholder sessions will be to provide updates and to receive (and to incorporate to the extent possible within the City's goals and objectives) feedback about the project. Information with regard to the project's schedule and financial standing will need to be prepared and presented. 5.2.5.5 The program manager/owner's agent will be responsible, along with the Contractor at Risk and ArchitecUDesign Team, for presenting documentation that supports the Contractor's GMP bid for the project to Aspen City Council. 5.2.5.6 The program manager/owner's agent will be responsible for facilitating the work of the ArchitecUDesign Team to properly address all aspects of sustainable design, specifically meeting the following program requirements: • Equaling or bettering the efficiency/sustainability/environmental achievements of Phase I; • U.S. Department of Energy's Building America Program; • City of Aspen /Pitkin County Efficient Building Program conditions; and • Environmental requirements associated with the PUD process in Aspen. 5.2.5.7 As part of the IPD design effort, the IPD team will need to consider how to approach the construction phasing. Because there will be questions about demand for housing, the City will likely advocate that the twenty muRifamily buildings be built in phases. Part of that discussion with the IPD team will likely entail the notion of building the road and infrastructure either in its entirety or in some reasonable, functional phased fashion and then constructing buildings in groups of potentially four or five at a time before moving on to the next group of buildings. This must be considered when developing proposed fees for the construction phase. 5.2.5.8 The selected firm will be required to execute and perform work subject to the attached AIA 6801 form of agreement between the Owner and Construction Manager and the AIA A295 General Conditions. Please make the necessary arrangements with your legal and insurance teams to accommodate this request. The contract documents included provide a working FINAL DRAFTI Page 20 of 22 City of Aspen October 21, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent framework for the overall project approach and should be considered part of the scope of work required by this RFP. 5.3 Proposal Format Preferred hardcopy format is 8'/=" x 11"bound with no single page exceeding 11" x 17".The selection committee requires six (6) hardcopies of your firm's response. The selection committee also requires one (1) electronic submittal of your firm's complete response, provided on a CD or DVD, preferably assembled into in a single .pdf file along with the Excel fee worksheet file in its original .xls format. So that the selection committee may most easily reference sections and pages of the proposal, please number all pages and provide tab sheets to separate sections. Please also provide an index or table of contents. Proposals submitted in response to this solicitation are irrevocable for 60 days following the due date of the proposals. This period may be extended by written agreement between Respondent and the City of Aspen. A transmittal letter for each Respondent's proposal must be submitted on its official business letterhead. The letter shall transmit the proposal, identify all materials and enclosures being forwarded collectively as a response to this RFP, and must be signed by an individual authorized to commit the Respondent to the scope of work proposed. 6.0 Owner's Language 6.1 Interests of the Cky of Aspen 6.1.1 The City of Aspen reserves the right to reject any or all Proposals or accept what is, in its sole judgment, the Proposal which is in the City's best interest. The City further reserves the right, in the best interests of the City, to modify this RFP process as it sees fit orwaive any technical defects or irregularities in any and all Proposals submitted. 6.1.2 Proposals received after the deadline may not be accepted or considered. Receipt by the City of Aspen after the deadline shall not be construed as acceptance of the proposal. Proposals will be bgged as to date/time received. 6.1.3 The successful Respondent is prohibited from assigning or subcontracting the whole or any part of the contract without the prior written consent of the owner. 6.2 Insurance Requirements Refer to the attached AIA 6801 Owner/Construction ManagerAgreement and the AIA A295 General Conditions contract attachments for insurance requirements. FINAL DRAFTI Page 21 of 22 City of Aspen October 27, 2009 Burlingame Ranch Phase II Request for Proposals -Program Manager/Owner's Agent 7.0 Exhibits Go to the following ftp address to download the exhibits: fto:/ffto.asoenoitki n.co m/B urli naame2/ Username: general Password: gen123$54 7.7 Contracts See link to ftp site above. The following files are available on the ftp site: COA Burlingame2 - A295 General Conditions.pdf COA Burlingame2 - 6801 Owners Agent.pdf COA Burlingame2 - 6195 Architect.pdf COA Burlingame2 - A195 Contractor.pdf COA Burlingame2 -Commissioning Agent.pdf 7.2 Conceptual Plans See link to ftp site above. The following files are available on the ftp site: Conceptual Plans - 258-Unit Site Plan and Buikiings.pdf FINAL DRAFTi Page 22 of 22 .a ~~ - - - - -- - - -- -- - ~- T--- - - - - ~,X N 13 ~ -c ~ RLB Rider Levett Bucknall Proposal Program Manager / owner's Agent Burlingame Ranch Phase II City of Aspen November 13, 209 3:~~PM i THE CfTY OF ASPEN R LB Rider Levett Bucknall PK:CH:ASPEN 13 November 2009 Ms. Rebecca Hodgson City Manager's Office City of Aspen 130 South Galena Street Aspen, CO 81611 Dear Ms. Hodgson: PROPOSAL - BURLINGAME RANCH PHASE II, PROGRAM MANAGER I OWNER'S AGENT 1621 Eighteenth Street Suite 255 Denver. Colorado 80202 T: +1 720 904 1480 F: +1 720 904 1481 Rider Levett Bucknall Ltd is pleased to submit this revised proposal to serve as Aspen's program manager /owner's agent for Burlingame Ranch Phase II. We are excited about this opportunity to work collaboratively with Aspen, and offer an agile team of exceptionally talented professionals to continue assisting you in the successful implementation of this important project. This proposal is intended to fully replace the proposal we submitted last year. Based on the RFP, we understand that Aspen is dedicating two full-time city employees to the project for its duration, and our services would be in a collaborative, advisory capacity, working with Aspen staff to manage and guide the work of the project team. We have structured our proposal to assume 40 hours per week for the durations and dates cited in the RFP. If additional effort is required beyond 40 hours per week, or beyond the durations and dates included in the RFP, we have the capacity to provide additional support, and would be happy to submit a proposal for additional services. Members of our team are already familiar with your project, and we can hit the ground running. Our firm was selected to prepare preliminary cost estimates and budgets for the Burlingame Ranch project to facilitate the cost containment efforts of your Construction Experts Group, and Aspen would benefit from the short learning curve we offer. Rider Levett Bucknall is an international development consulting firm with awell-established local office in Denver, corporate headquarters in Phoenix, and 2,000 employees in 60 countries worldwide. We are a team of uniquely-qualified individuals specializing in project management, cost consulting and advisory services from project conception to final completion. We take pride in presenting, for your consideration, an agile team of highly qualified individuals with unique experience serving as owner's representatives in complex, high-profile, politically- charged projects like yours. In addition to our prior experience with Burlingame Ranch, our project history includes the following: • Broadstone Lofts, Denver, CO • 1900 North Logan Condominiums, Denver, CO • The Children's Hospital -Condominium Conversion, Denver, CO • Denver Justice Center, Denver, CO • University of Denver College of Law, Denver, CO www.rlb.com R LB hider Levett Bucknall PK:CH:ASPEN 13 November 2009 • JW Marriott at Cherry Creek, Denver, CO • Phoenix Convention Center Expansion, Phoenix, AZ • Phoenix Symphony Hall Renovation, Phoenix, AZ We are proposing that Scott Sumners lead your project as Aspen's program manager and owner's agent. Scott's recent experience as Project Manager for the Phoenix Convention Center Expansion ($700 million) and Symphony Hall renovation ($20 million) will be invaluable in ensuring that Aspen's goals are met and the vision for Burlingame Ranch is realized. Scott understands the dynamics of managing the efforts of an interdisciplinary, multi-department team, balancing stakeholder interests, conducting public processes with integrity, and maintaining a constant focus on the mandates of on-schedule, on-budget, and on-vision completion. We understand your need to start this project expeditiously. Upon Aspen's decision, we stand ready to begin work immediately and commit all members of our team to your project through its completion. Our firm is a great fit for Aspen and Burlingame Ranch, offering the following: • Familiarity with your project, allowing us to start quickly and effectively • Highly qualified professionals with recent experience in a similar role, on projects with many similarities • An established local office in Denver with staff dedicated to your projects • An international company with the flexibility to meet changing requirements, including expert staff in cost estimating, scheduling, project management and advisory services • A proven track record on complex, high-profile projects like yours, locally, nationally and internationally We look forward to discussing this opportunity with you further. If you have any questions, please call me at 720.904.1480. Sincerely, Peter Knowles nnRiCS Executive Vice President Rider Levett Bucknall Ltd www.rlb.com Program Manager /Owner's Agent Burlingame Ranch Phase II Table of Contents Company Profile 2. Relevant Experience 3. Program Management Capahilities 4. Personnel 5. Scope of Services and Approach 6. Fee Proposal 7. Schedule RLB' Rider Levett Bucknall 8. Design Process Coordination Program Manager 1 Owner's Agent I pp I' Burlingame Ranch Phase II ~Lp ,,,fir ~_P~~~~tt B~1~'K.n~~~ 1. Company Profile Rider Levett Bucknall is a leading independent firm providing you with the best property and construction advice available. We ensure this through our team of experts across the globe, with a passion for innovation. This means that we are focused on developing new services aimed at supporting you in every way that we can that would enhance Burlingame Ranch. You will benefit at every stage of the construction cycle from strategy through to feasibility and building audit through our full range of services. Three however are paramount: project management, cost consultancy, and advisory services. Rider Levett Bucknall was established in 1785 and has a team of 2,000 people in more than 80 offices across the world. The Denver office was opened in 1999 and has the ability to pool from our global team to find the right expertise that will fulfill any unique needs the City of Aspen may encounter. With our background in construction cost research, our team will also ensure that you receive regular in-depth cost and market information on a regional and global basis to enable you to make the best decisions. Our clients are local, regional and multinational. They include governments, developers, investors, occupiers and contractors in all sectors ranging from airports through to zoos. Particular strengths include multifamily residential, educational facilities, hotels, tall buildings, retail, sporting stadiums, and sustainable development. At Rider Levett Bucknall we understand that Corporate Social Responsibility involves more than making grand promises. We participate in and support the communities in which we live and work. We know that doing the right thing matters and we go beyond saying so, we act to prove it. 1.1 Program Manager! Owner's Agent Burlingame Ranch Phase II RLB rider Levett Bucknall Each office in the Rider Levett Bucknall group has a diverse background, with directors varying from office to office, state to state, country to country. Each office is directed and managed by its resident director(s), principal(s) or associate(s). All offices are linked for the purpose of establishing and advancing standards of professional performance and administration, promoting knowledge and standardizing and improving techniques, methods and procedures and studying the latest trends and technology. The North American offices operate as a seamless practice, sharing both expertise and manpower to provide their clients with the best possible service. This practice extends from our North American practice to all of our global practices in Asia, Europe, The Middle East and Africa and Oceania. e •eeeeee •• ~ieeee~~ee• • • •• ~ • •e• • •• • •• eeeee• •• •• •• • i2 Program Manager /Owner's Agent Burlingame Ranch Phase II 2. Relevant Experience RLB -~:~der Levett Bucknall Burlingame Affordable Housing Development Phase 2; Aspen, CO Experience Category: City of Aspen Value: Currently being developed by Rider Levett Bucknall Proposed Team Members Involved: Peter Knowles Owner Reference: Christopher Everson, City of Aspen Phone: 970-429-1834 Email: chris.everson@ci.aspen.co.us The City of Aspen is developing alarge-scale multifamily affordable housing development at the Burlingame Ranch in Aspen, Colorado. Phase 1 of the affordable housing development has been closed- outand includes a total of 84 One, Two and Three Bedroom Units, housed in a total of 15 Buildings plus a total of 11 single-family residential lots. Phase 2 is currently in planning and design at the conceptual level and will include a total of 202 One, Two and Three Bedroom Units, housed in a total of 27 Buildings. The square footage ranges from 840 SF (one bedroom unit) to 1,400 SF (three bedroom unit) per unit. In addition, the development incorporates designs that are larger than the minimum requirements and include many environmentally friendly materials and designs i.e. bamboo floors, wool carpeting, foam insulation, etc. Rider Levett Bucknall was commissioned by the City of Aspen to develop an estimate of the likely total project cost to implement the planning, design and construction of Phase 2 at Burlingame Ranch. The cost incorporates both hard construction estimates and also soft costs such as design fees, permitting and other related development costs. 2.1 Program Manager /Owner's Agent Burlingame Ranch Phase II R LB ider Levett Bucknall City of Glendale Housing Rehabilitation; Glendale, AZ Experience Category: Residential Development Value: Homes are on a case per case basis Proposed Team Members Involved: Dave Powers Owner Reference: Alicia Rubio, City of Glendale Phone: 623-930-3679 Email: arubio@glendaleaz.com The City of Glendale has initiated a HUD housing rehabilitation program. On a case by case basis the city will repair individual homes and bring them up to code based on HUD requirements. Rider Levett Bucknall has been contracted with the City of Glendale for the HUD redevelopment program. Rider Levett Bucknall is providing Owner's Representative and Project Management services including initial scoping inspections, preparation of repair scope budget and estimates, organize consultants and bid documents, obtain bids and award contracts, monitor repairs, review payment applications and change orders, conduct periodic and final inspections and close out of project. Rider Levett Bucknall has been working with on this project with The City of Glendale for approximately two years. Manhattan West Mixed Use Development; Las Vegas, NV Experience Category: Large Scale Development, Residential Value: $90 Million Proposed Team Members Involved: Dave Powers Owner Reference: Craig Colligan, Gemstone Development Phone: 702-614-3193 Email: craigc@gemstonedev.com Manhattan West is a mixed use project on Las Vegas encompassing five buildings; anine-story condominium tower, two four-story apartment buildings and two four-story commercial buildings. Rider Levett Bucknall was charged with identifying the issues that caused this project to slip by two months. Upon discussing the results of our initial investigation with our client it was determined that the General Contractor was failing in his role. Rider Levett Bucknall was retained to develop a new, accelerated, project schedule and assist in the transition from the old contractor to the new contractor. Rider Levett Bucknall remains involved in an ongoing basis for cost management for the remaining construction phase and closeout. 22 Program Manager /Owner's Agent Burlingame Ranch Phase II RLB --rider Levett Bucknall Northeast Region Youth Services Center; Brighton, CO Experience Category: Project targeting LEEDT"' Gold Certification Value: Confidential Proposed Team Members Involved: Peter Knowles Owner Reference: Don Lawhead, Department of Human Services Phone: 303-866-7529 Email: don.lawhead@state.co.us The new Northeast Regional Youth Services Center, will be the first facility specifically planned and designed in Colorado to accommodate both detention and commitment youth remanded to DYC care. Designed to support the development of healthy social attitudes and positive life options, the facilities includes educations programs, counseling services, passive and active recreation areas, kitchen, dining, visiting, medical, administration, and support areas in the secure, yet normative environment. The center has the following components, each envisioned as separate facilities organized in a campus arrangement that maximizes use of shared resources: A 40-bed boys' Residential unit consisting of 4 pods for commitment youth • A 34-bed boys' Residential unit consisting of 3 pods for detention youth • A 28-bed girls' Residential unit consisting of 2 pods for commitment youth, and 1 pod for detention youth A shared Administration Facility including Facility Management, Visiting, Processing/Intake, and Medical Services An Academic Education Center, with programs for both detention and committed youth • A Vocational Training Center for committed youth • A Gymnasium for physical education, recreation, and large congregate assemblies • A Food Services Facility, including a fill service kitchen and resident dining halls Facility support, including warehouse storage and maintenance facilities Rider Levett Bucknall provided cost consultancy services to design team for the programming effort which included estimating sustainability initiatives to achieve Gold certification. 2.3 Image obtained from Google Images Program Manager /Owner's Agent Burlingame Ranch Phase II RLB ~ ider Levett Bucknall Phoenix Convention Center Expansion Program; Phoenix, AZ Experience Category: Large Scale Development, LEEDT"' Silver Certification Value: $600 Million Proposed Team Members Involved: Scott Sumners Owner Reference: 1) Jay Green, Phoenix Convention Center Phone: 602-262-6947 Email: jay.green@phoenix.gov 2) Sheryl Sculley, City of Antonio (former Phoenix Assistant City Manager) Phone: 210-207-7080 Email: sheryl.sculley@sanantonio.gov http://phoenix.gov/phxplaza.html The Phoenix Convention Center Expansion Program includes a phased convention center expansion and renovation, comprehensive renovation of a 2,500-seat theater and development of a downtown district cooling plant as part of apublic-private partnership. The project included extensive, integrated public art throughout the site, LEEDT"" Silver green building certification, restaurants and retail shops, onsite administrative offices, linkages to a new 1,000-room convention headquarters hotel, and a rooftop solar energy installation. When complete in December 2008, the convention center will provide a spacious, high-tech and client-friendly facility with approximately 900,000 sq ft of meeting and exhibition space, more than 2.7 million sq ft total, giving Arizona the ability to complete for 80% of the convention business market with the 20~' largest convention center in the United States. Rider Levett Bucknall provided cost management services throughout the project, including multiple concept estimates for design alternatives to assist the Owner in selecting the best design concept. During the design phase, we prepared independent milestone estimates of the construction cost, assisted the Owner with budget monitoring and reconciled and negotiated the milestone estimates with the project's construction team. Additionally, Rider Levett Bucknall evaluated and critiqued the construction team's schedules, and provided advice on the valuation of change orders throughout the construction period. Current Rider Levett Bucknall staff served as lead Owner's staff for this project with responsibility for cost, schedule, contracts, reporting and coordination with all internal and external stakeholders. Rider Levett Bucknall provided aggressive and proactive, unbiased advice on the cost and scheduling implications of the base design, as well as potential changes to minimize cost and streamline the construction schedule. The client was able to get detailed cost estimates for all trade packages so that costs were understood and reconciled with the construction team. While previously working directly for the Owner, Rider Levett Bucknall staff provided expert project management services, allowing this complex project to be finished on schedule, within the allocated budget, and consistent with the Owner's requirements and expectations. Program Manager /Owner's Agent pp Burlingame Ranch Phase II RLD ~ Rdel ~E'V~kt BIJC.krl~l<< Other Relevant Experience Pacific Northwest Military Communities; Northwest Region Experience Category: Residential Development Project Value: Confidential Owner Reference: Michael Nanney, Forest City Military Communities Northwest Phohe: 360-779-2158 Email: michaelnanney@forestcity.net Pacific Northwest Military Communities (PNMC), a subsidiary of Forest City Military Communities is undergoing a military housing construction and renovation program in various locations of the Northwest. The PNMC project includes 605 new single family homes; roughly 2,000 square feet each, numerous renovations to existing homes owned by the Navy, new Community Centers located in the various neighborhoods and grading and infrastructure for the homes. Rider Levett Bucknall was contracted as an independent construction consultant to monitor the progress of constrdction and ensure that the work in place is equivalent to the work invoiced. Rider Levett Bucknall is reviewing all pay applications, change order review as well as conducting monthly site inspections and compiling a monthly progress report. The PNMC project is unique due to the fast turnaround time, development of multiple units at the same time, the need of understanding military standards and the challenge of working in multiple communities located in various locations of the Northwest. Streamline Tower; Las Vegas, NV Experience Category: Multifamily Development Project Value: $105 Million Owner Reference: Dusty Allen, Streamline Tower LLC Phone: 702-921-7916 Email: dusty@streamlinetower.com At 21 stories (271 ft tall), the 275-unit condominium tower will offer residents luxurious finishes and amenities, surrounded by the city's new Entertainment District, complete with shopping, restaurants and nightlife. The development features a roof top pool and terrace offering dramatic views of The Strip; an up-scale workout center, clubhouse, business center, and valet parking and secured parking. Rider Levett Bucknall provided independent contract administration, project management and cost estimating services to the Owner during the construction phase. In addition, we assisted the Owner in managing the relationship with the contractor by establishing and maintaining an on-site presence throughout construction to monitor the costs and the progress of the work. Rider Levett Bucknall's expertise in contract administration and cost management allowed the Owner to focus on the sales and marketing aspects of the project. On behalf of the Owner, Rider Levett Bucknall negotiated change order requests and delay claims in a timely manner, which fostered a sense of partnering between the Owner and Contractor that enabled many contentious situations to be resolved cooperatively. Our knowledge of the GMP procurement process and contract forms was utilized by the Owner to ensure their GMP agreement was administered in a fair and reasonable manner. Program Manager /Owner's Agent Burlingame Ranch Phase II 3. Program Management Capabilities RLB Ricer ~e~-elt Buckr,~~ii'~ Rider Levett Bucknall provides exceptional program management services to its clients through its commitment to four key practices that are fundamental to successful projects: 1) Assign and empower qualified, expert staff: We seek to understand the specific and unique needs of each project, and then work collaboratively with our clients to implement an effective and streamlined approach, assigning highly qualified, competent, professional staff with expertise specifically matched to the project, and then empowering them to work effectively in our clients' best interest. 2) Focus on the client's kev issues: We work closely with our clients to understand the distinct requirements for respective projects, creating a "development brief" outlining the basic project requirements, expectations and conditions for success. Throughout the project, we maintain a constant focus on these key performance measures, reminding the entire project team of the goals and objectives throughout the project lifecycle. 3) Customize reoortina based on client needs and preferences: Throughout our company's 200-year history, we have developed numerous reporting processes and methods. We work closely with our clients to understand the nature and frequency of their reporting requirements, then develop reports specifically matched to our client's needs and deliver them complete and in a timely manner. 4) Use technoloav to streamline reoortina and communication: Many of our project management staff are mobile, providing the highest level of customer service in the client's offices or at the project site. We equip our staff with the tools necessary to respond effectively, and encourage our staff to seek innovative ways to manage communication and reporting. We encourage our staff to participate in ongoing professional development programs, ensuring our clients that the professionals assigned to their projects remain at.the leading edge of industry trends and practices. Included below is a series of examples that highlight our problem solving successes on numerous projects: 1) Budget & Cost Trackino Tool: Faced with the need to manage and report project budget and cost issues effectively, Rider Levett Bucknall staff developed an excel spreadsheet that tracked a City Council adopted general budget, detailed line-item budget, budget modifications over time, transfers, expenditures, committed costs, encumbrances, contract authorizations, contract Program Manager /Owner's Agent Burlingame Ranch Phase II RLB'~ Rider Leven Backn~li amendments, change orders, payments and spend-down of individual contracts and current budget-to-cost reports, and charts /graphics for use in presentations to various stakeholders. Rider Levett Bucknall staff worked with Finance, Budget, Engineering and Auditor Department staff to develop a format and reporting template that met the needs of these respective city departments for their unique tracking and reporting requirements. 2) Direct Owner Purchase of Eguioment: In order to contain costs and take advantage of preferential market pricing, Rider Levett Bucknall staff worked with the construction manager and the City's Information Technology Department to move certain equipment from the contractor's scope to owner-furnished equipment, allowing the city to directly procure telecommunications equipment and supplies through existing state and city contracts. This resulted in significant cost savings due to preferential market pricing and lower tax rates. In addition, the project was able to procure leading edge products and materials not yet available in the retail market. 3) Project Information via Webcam and Listserv: Faced with an extraordinarily high volume of inquiries from the public and project stakeholders regarding project status, schedule, potential construction impact, public meetings and potential bidding opportunities, Rider Levett Bucknall staff worked with business improvement district and information technology staff to implement live-action project webcams, a project newsletter, and a listserv allowing users to self-subscribe regarding specific topics and receive targeted, up-to-date project information on a regular basis. This information was also featured on the project website and the district website for access by the general public. 4) Development Program FTP Site: In order to respond to several clients' needs to post design and construction drawings, photos and other project-related documents that are impractical to email, Rider Levett Bucknall proactively implemented an FTP site and provided credentials and training to its clients and project team partners in order to facilitate streamlined communication between project team members. 5) Third-Party Review of Design Documents: Prior to issuance of the architect's drawings to the contractor for pricing, Rider Levett Bucknall staff retained athird-party construction manager to conduct a review of the design documents to assess completeness and identify potential scope gaps. As a result, the owner was able to identify shortcomings in the design drawings and take corrective steps prior to issuance of drawings for bidding, resulting in substantial schedule and cost savings for the client. 6) "Lessons Learned" Process: As part of the close-out of a phased development program, Rider Levett Bucknall staff led a small group of project team members in preparation of a "Lessons Learned" process. Through this effort, the team identified aspects of the project that worked well and should be continued into the subsequent phase, as well as those aspects that failed and needed a new or different approach. As a result, the client was able to improve the performance, Program Manager /Owner's Agent Burlingame Ranch Phase II RLB Rick, L~ ctl B ,~~~o.,_ii cost and schedule of the project's second phase by tweaking architectural details, specifying different equipment, retaining different subcontractors or packaging work more effectively. 7) Efficient Use of GPS Technoloav: Overseeing an interdisciplinary project team on behalf of the owner, Rider Levett Bucknall staff was able to incorporate use of GPS technology to streamline its reporting and construction monitoring by using GPS~nabled equipment that provided location attributes to project photos and construction observation reports. This has been especially valuable on large project sites such as campus or resort settings. 8) Onsite Staff Office: Rider Levett Bucknall has worked collaboratively with numerous clients to locate our assigned project manager onsite, with office and living accommodations provided at the project site. This results in lower overhead costs for the client due to lower reimbursable expenses, and a higher level of service due to the fact that the project manager is more accessible, responsive, informed and engaged. 9) Exoeditina Permits: In order to expedite the construction schedule at the Duke Kahanamoku Lagoon in Honolulu, HI, Rider Levett Bucknall worked with multiple agencies to manage and procure 15+ permits for this project, including a permit to drain and continuously dewater a 5-acre Lagoon during construction (below sea level) while adhering to very strict water quality guidelines set by the Department of Health. 10) New Technologies /Processes: Rider Levett Bucknall worked with the construction team at the Hilton Hawaiian Village to identify and secure approval to use a new technology called directional drilling to install a new 30" High Density Polyethylene pipe for storm water improvements under a harbor in Waikiki. This is relatively new trenchless technique of installing utilities without using the traditional method of excavating an open trench. A specialty contractor had to mobilize from CA to do this work. Using this method resulting in minimized construction-related disruption and an expedited construction schedule. 11) New Technologies /Processes: Rider Levett Bucknall worked with the construction team at the Hilton Hawaiian Village to identify and secure approval to use a new technology called slip lining to upgrade the existing sewer infrastructure. This technology involves lining the inside of an existing pipe with a new plastic pipe that improves the structural integrity and flow coefficients through the pipe. This resulted in less disruption and a shorter construction schedule. 12) Change Order Manaoement /Risk Management: As owner's representative at the Kingsland Waikoloa Resort, Rider Levett Bucknall was able to use its change order management and risk management procedures to contain and minimize costs to the owner. Due to these proactive measures, Rider Levett Bucknall has been able to give back to the client 6.25% of the construction budget to date. Program Manager /Owner's Agent Burlingame Ranch Phase II 4. Personnel RLB Rider I_evett Bucknall Our staffing approach is based on our understanding of The City of Aspen's requirements and preferences as we read the Request for Proposal (RFP). We look foNVard to working with city staff to better understand Aspen's expectations regarding scope, staffing and approach. If there are substantial changes, we are open to modifying our proposal accordingly in order to respond more effectively to the City's needs. Based on the RFP, we understand that Aspen is dedicating two full-time city employees to the project for its duration, and our services would be in a collaborative, advisory capacity, working with Aspen staff to manage and guide the work of the project team. We have structured our proposal to assume 40 hours per week for the durations and dates cited in the RFP. If additional effort is required beyond 40 hours per week, or beyond the durations and dates included in the RFP, we have the capacity to provide additional support, and would be happy to submit a proposal for additional services. Team Composition: Rider Levett Bucknall appreciates that this is a complex, politically-charged project with high visibility in the Aspen community. We have intentionally proposed a seasoned expert team with unique and relevant experience working in this setting. We are proposing to assign three key individuals to your project, as follows: THE CITY OF ASFEN Program Manager /Owner's Agent Burlingame Ranch Phase II RLB Rider Leven Backr;a!! • Peter Knowles, Project Executive -Peter will provide oversight of our assigned team throughout the project to ensure Aspen's expectations are met regarding staffing and service levels. o Location: Denver o % Committed to Project: 5% o Years with firm: 22 o Expertise: Cost and time management with extensive knowledge on large scale master planning, multifamily, mixed-use, municipal, university and healthcare projects. o Relevant Projects: Burlingame Ranch Affordable Housing Development, Phase 2, Peter met with representatives of the City to understand the scope of the project, the development goals and coordinated the estimating and budget development. His responsibilities included coordinating with the City daily; provide an estimated total project budget that includes design fees, contingencies, city utility charges and cost escalation. In addition to assisting with site, architectural and structural estimates, Peter had overall responsibility for this project; he oversaw, reviewed, and edited all documentation. Peter prepared budgets for the project soft costs to present the City with the estimated total project cost in a timely manner. • Scott Sumners, Owner's Agent, Design Phase -Scott will be fully dedicated to your project through the planning and design phase, with continued involvement through construction and completion. Scott will manage the efforts of the project team through the planning and design process, monitor cost and schedule, coordinate with city departments and project stakeholders, develop reports and collateral materials related to the project, and report progress to Aspen. Scott will be Aspen's and the project team's single point of contact through the planning and design phase. o Location: Aspen /Phoenix o % Committed to Project: 90% in planning 8 design; 10% in construction o Years with firm: 3 o Expertise: managing complex, high-profile projects and programs as a single point-of- contact for leadership and stakeholders; focus on municipal projects, coordinating the efforts of planning, design and construction teams on behalf of owners to meet cost and schedule requirements. o Relevant Projects: Phoenix Convention Center Expansion Program, a phased, 2.7 million square foot convention center expansion and renovation, comprehensive renovation of a 2,500-seat theater and development of a downtown district cooling plant as part of a public-private partnership. The project included extensive, integrated public art throughout the site, LEEDTr" Silver green building certification, restaurants and retail shops, onsite administrative offices, linkages to a new 1,000-room convention headquarters hotel, and a rooftop solar energy installation. As the city's project manager, Scott managed an integrated team of city staff and consultants over seven years through planning, voter authorization, approval of matching state funding, programming, design and construction. Responsibilities included scope, budget and schedule, communication Program Manager /Owner's Agent Burlingame Ranch Phase II RLB' Rider Leveti Bucknall & coordination with city leadership, other city departments, advisory committees, state government, the media, business partners and neighbors and managing extensive stakeholder involvement. This included staffing an Expansion Advisory Committee and eight stakeholder focus groups, facilitating decision making as lead owner's representative through design process, managing consultant contracts and directing work of consultant teams. Dave Powers, Owners Agent, Construction Phase -Dave will be involved in the planning and design phase, and fully dedicated throughout the construction phase. Dave will provide feedback on the construction team's proposed schedule, sequencing plan and bidding strategy, oversee the construction team's work, monitor schedule, cost and quality, manage the RFI, change order and payment application processes, and report progress to Aspen. Dave will be Aspen's and the project team's single point of contact through the construction phase. o Location: Aspen /Phoenix o % Committed to Project: 10% in planning 8 design; 90% in construction o Years with firm: 3 o Expertise: Construction phase project management as owner's representative o Relevant Projects: Manhattan West mixed-use development. Dave has an extensive background in Scheduling and Project Controls. Rider Levett Bucknall was engaged on this project to determine how to get the project back on track. Dave was able to identify the issues that caused the project to fall behind; Dave then developed a new accelerated project schedule and assisted in the transition from the old contractor to the new contractor. Program Manager /Owner's Agent Burlingame Ranch Phase II RLB' Rides I_evett B~,_,i kr~~;~ Pet@~ KflOWI@S MRICS Project Executive Academic Qualifications Bachelor of Science Degree in Quantity Surveying, University of the South Bank, London, United Kingdom Professional Skills • Conceptual and detailed cost estimating and cost planning • Bid / GMP evaluation and negotiation • Change order review and claims analysis • Project monitoring to final account and claim settlement Professional Memberships Member. American Association of Cost Engineers (RACE) Member, Royal Institution of Chartered Surveyors (MRICS) Associate, Australian Institute of Quantity Surveyors (AIQS) Professional Associate, American Institute of Architects (AIA) Major Projects • Burlingame Ranch Affordable Housing Development Phase 2, Aspen, CO • Veterans Affairs Replacement Medical Center, Aurora, CO • The Children's Hospital, Aurora, CO • W Hotel & Condominiums, Denver, CO • Four Seasons Hotel, Denver, CO • Federal Reserve Bank, Kansas City, MO • Washington State Convention & Trade Center Expansion, Seattle, WA Oregon Men's Prison, Madras, OR NCAR Wyoming Supercomputing Center, Cheyenne, WY •LEED alatinum NREL Research Support Facility, Golden, CO "LEED"^ Platinum antl Zero-Net Energy Key Skills & Experience Peter Knowles joined Rider Levett Bucknall in 1987 and has advanced in the practice to Executive Vice President and Director of the North American Group. As a recognized expert in the field of construction cost management, Mr. Knowles assists owners, design professionals and lenders in the control of the cost and time aspects of their construction projects. His experience includes over 25 years of providing professional services to clients located throughout the United States, Asia and Europe with various project types including multi-family, airports, corporate offices, educational facilities, health care, industrial, retail, hospitality and recreational projects. Mr. Knowles has specialized in both conceptual, master planning and detailed cost estimating and reconciling and negotiating project costs with the contractor prior to the owner's award. Relevant Projects Greenwood Village Center Framework Plan, Greenwood Village, CO Broadstone Lofts, Denver, CO Murphy Creek Residential Community, Aurora, CO Horizon City Center, Aurora, CO Fitzsimons Village Site Development, Aurora, CO Tianjin Haihe New Skyline, Tianjin, China Project City Center (MGM Hotel), Las Vegas, NV Colorado State Penitentiary II, Canon City, CO Denver Botanic Gardens Redevelopment Master Plan, Denver, CO Denver Justice Center, Denver, CO `LEED~m silver BUILDING A BETTER DENVER -Bond Program, Denver, CO University of Colorado Center for Community Program Plan, Boulder, CO Anschutz Inpatient Pavilion Phase II, Aurora, CO US Federal Courthouse, Salt Lake City, UT "targeting certification Program Manager /Owner's Agent Burlingame Ranch Phase II RLB' Rider Levett Bucknal~ Scott Sumners Owner's Agent, Design Phase Academic Qualifications • Bachelor of Science Degree in Urban Planning, Arizona State University, Tempe, Arizona • Master of Public Administration, Arizona State University, Tempe, Arizona Professional Skills • Project Management • Owner's Representative • Master Planning • Contract Administration Budget Development and Cast Management Value Engineering Schedule Development, Management and Monitoring Professional Memberships • Project Management Institute • International City /County Management Association • American Association of Airport Executives • International Association of Assembly Managers Major Projects • Phoenix Convention Center Expansion, Phoenix, Arizona • Symphony Hall Renovation, Phoenix, Arizona • Sky Harbor International Airport People Mover, Phoenix, Arizona • City of Phoenix Aviation Consolidated Office Complex, Phoenix, Arizona • Ritz Carlton Laguna Niguel Renovation, Laguna Niguel, CA • Ritz Carlton Half Moan Bay Renovation, Half Moon Bay, CA • Project Labor Agreements Impact Study, CO, NY, FL, LA, CA Key Skills & Experience Scott Sumners is an Associate Principal with Rider Levett Bucknall, located in the Phoenix office. Scott has over 14 years experience in the development and construction industry, with a concentration in large multi- use public projects and hospitality projects. He comes to the fine from the public sector and has extensive experience in large, complex, high-profile capital project development in urban areas with multiple stakeholders. His previous work experience includes project management for the $600 million Phoenix Convention Center Expansion, $20 million Symphony Hall Renovation, and the proposed five-mile, $1 billion people mover at Phoenix Sky Harbor International Airport. At Rider Levett Bucknall, Scott serves in an executive oversight capacity as client liaison for many of our project management assignments. In addition, he provides project management advice to a variety of public and private sector clients for public assembly and hospitality projects. Scott's expertise lies in public project administration, leadership and coordination, from the planning and early design process through construction, project close-out and occupancy. His experience and strong working relationships with city, county, state and Tederal government agencies brings significant added value to both public and private sector clients in the development of their projects. Other Relevant Projects Plaza Athenee Renovation Noew York, NY Fairmont Chicago Hotel - My Spa, Chicago, IL Fairmont Chicago Hotel -Lobby and Room Renovation, Chicago, IL Fairmont Scottsdale Princess Resort Renovation, Scottsdale, AZ Airport Development Project Office, Phoenix, AZ Westin St. Francis Hotel Renovation, San Francisco, CA Program Manager /Owner's Agent Burlingame Ranch Phase II RLB ~ Rider Levert ~rjckna~ Dave Powers Owner's Agent, Construction Phase Academic Qualifications • Bachelor of Arts degree in Economics & Accounting, Rutgers University, Newark, New Jersey Professional Skills • Project management • Master planning • Contract administration • Budget development & monitoring • Schedule development & monitoring • Owner's Representative Major Projects • Scottsdale Fairmont Resort Renovation, Scottsdale, AZ • American Airlines John F Kennedy International Airport Terminals 8 & 9, Queens, NY" • University of Medicine & Dentistry of NJ Ambulatory Care Center, Newark, NJ" • Pima County New Psychiatric Hospital & Crisis Response Center, Tucson, AZ" Key Skills 8r Experience Dave Powers is a Senior Project Manager and Scheduler for Rider Levett Bucknall out of the Phoenix location. Dave brings more than t5 years of project management experience, both within and outside of the construction industry. Experience within the high technology and construction industries have armed Dave with expertise in team building and management, as well as programming language skills, hardware engineering and advanced project management packages, such as Primavera P5/P6, Primavera Enterprise, Auto Cad, SureTrak, Project Talk and Prolog. Relevant Projects Princeton University Whitman College Residential Building, Princeton, NJ" Pima County Kino Public Health Center, Tucson, AZ" Maricopa County Office Building Phoenix, AZ" Avaya Labs New R&D Facility, Lincroft, NJ" California Polytechnic State University Center for Science & Mathematics, CA" Califomia Polytechnic State University Engineering IV Building, San Luis Obispo, CA' City of Phoenix Police Department Crime Laboratory, Phoenix, AZ* Princeton University Whitman College, Princeton, NJ" Riverview Medical Center Expansion & Renovation Program, Red Bank, NJ" San Jose Police Southside Substation, San Jose, CA* Sharp Memorial Hospital Modernization, San Diego, CA" Salt River Pima-Maricopa Indian Community, Scottsdale, AZ Ritz Carlton Rancho Mirage, Rancho Mirage, CA Housing Pre-Purchase Inspection and Feasibility Evaluation, Phoenix, AZ 'prior to joining Rider Levett Bucknall Program Manager /Owner's Agent Burlingame Ranch Phase II 5. Scope of Services and Approach RLB! Rider Levett Bucknall_ Rider Levett Bucknall understands that Aspen needs a professional owner's agent to act as an extension its city staff in the implementation of Burlingame Ranch Phase II. As Aspen contemplates proceeding with the remainder of the project, the city is seeking a consultant to provide a broad spectrum of administrative management and oversight for Burlingame Ranch Phase II through an Integrated Project Delivery (IPD) process, including concepualization, criteria design, detailed design, implementation documents, construction and close-out. Rider Levett Bucknall has reviewed the scope of work and the contracts provided in the RFP. Our team iswell-qualified and fully capable of providing these services. The program manager /owner's agent will work closely with city staff, and would report to the city's project manager. Working in coordination with multiple city departments and project stakeholders, the scope of work would include developing the project budget, maintaining a detailed project accounting of costs, coordinating among the various city departments, cost and schedule management, oversight of the design and construction process, working with public groups and the project team, and preparing various progress reports. Aspen desires an integrated planning, design and construction process that will optimize the project's design, livability and economics through an open, participatory process. The Importance of Accurate Cost Reoortina: Credibility is fundamentally important to Aspen, particularly when it comes to cost, and the city needs expert cost management professionals to: 1) prepare complete and accurate cost estimates within a relatively short time; 2) reconcile these estimates with the construction professionals and city staff; 3) present and explain these cost estimates to leadership and the public in a simple, straightforward manner; and 4) respond to questions regarding cost leading up to the public vote. Program Manager/Owner's Agent RLD Rdei L~V2tt B~r~G<f~~.I~ Burlingame Ranch Phase II U f t. Project Approach Our approach is based on our understanding of Aspen's requirements and preferences as we read the Request for Proposal (RFP). We look forward to working with city staff to better understand Aspen's expectations regarding scope, fee, staffing and approach, and we would expect to modify our proposal accordingly in order to respond more effectively and efficiently to Aspen's needs. Team Composition: We appreciate that this is a complex, politically-charged project with high visibility in the Aspen community. We have intentionally proposed a small, agile, seasoned expert team with uriique and relevant experience working in this setting, with the expectation that they will function effectively as an extension of Aspen city staff. Based on the RFP, we understand that Aspen is dedicating two full-time city employees to the project for its duration, and our services would be in a collaborative, advisory capacity, working with Aspen staff to manage and guide the work of the project team. We have structured our proposal to assume 40 hours per week for the durations and dates cited in the RFP. If additional effort is required beyond 40 hours per week, or beyond the durations and dates included in the RFP, we have the capacity to provide additional support, and would be happy to submit a proposal for additional services. Onsite Staff in Aspen: We are proposing to locate our staff onsite in Aspen in order to most effectively manage this project and provide support as an extension of city staff. Under our plan, Scott Sumners would be in Aspen every week through the planning and design period, and Dave Powers would be onsite every week throughout the construction period. Potential Cost Savings: Our plan assumes weekly travel to and from Aspen. If Aspen has an alternative approach to provide accommodations for owner's agent staff at lower costs within or near the city, we would fully support exploring this option. With this approach, Aspen would realize significant cost savings through lower reimbursable expenses. Program Manager /Owner's Agent Burlingame Ranch Phase II 6. Fee Proposal RLB ~iderLevettBucknall Our proposed fees are determined by our staffing approach and our understanding of Aspen's requirements and preferences as we read the RFP. The attached fee worksheet, as provided by Aspen, outlines our proposed fees. Based on the RFP, we understand that Aspen is dedicating two full-time city employees to the project for its duration, and our services would be in a collaborative, advisory capacity, working with Aspen staff to manage and guide the work of the project team. We have structured our proposal to assume 40 hours per week for the durations and dates cited in the RFP. If additional effort is required beyond 40 hours per week, or beyond the durations and dates included in the RFP, we have the capacity to provide additional support, and would be happy to submit a proposal for additional services. Based on direction from Aspen staff, we have included services for the period between late May 2010, when the detailed design phase is complete, and early August 2010, when the implementation documents phase begins. During this period, the contractor and IPD team are scheduled to develop the GMP that will be the basis for the November ballot question. The fees for this period are carried in the Design Phase: impiementation Docs line item on the fee worksheet. Our proposal assumes this phase will have a duration of 23 weeks, commencing immediately after detailed design is complete and continuing through the end of October 2010. Finally, we note that the RFP assumes a period of approximately five months, between 11/1/2010 and 4/4/2011 when owner's agent services are not required. Our proposal excludes services during this period. Our reimbursable expenses are estimates, and include a 10% markup to cover administrative costs. They are based on weekly travel to Aspen, using the following assumptions for each trip: Airfare $400 Hotel $350 x 5 Rental Car $150 Meals $200 Total $2,500 If Aspen has an alternative approach for accommodations at lower costs within or near the city, we would fully support exploring this option. With this approach, Aspen would realize significant cost savings through lower reimbursable expenses. Program Manager /Owner's Agent Burlingame Ranch Phase II F W W ~_ d N Y R ~ ~a ¢c a ~ a L W ~ C W Q N lL U A rn .c °, ~Q m ~ RLB -hider Levett Bucknall a ~ ~ N ~°$G tl M M ~ ~ ~ R g ^ ~ ~ ~ O O O ~~~ ~~ ~ ~ O ~ g~~ ~ F .77 ~ ~ ~ ~~~ E ~ ~ yp~ ,~ ! ~ S ~ ~ ~ ~ ~ ~ ~ ~ s ~ ~ ~ o } v € ~ ~ L ~ ~ ~ o ~ ~ ~ ~ ~ ~ ~ ~ ' ~ ~ ` ~ y p V S $ 3 ~ ~ 60 0 r ~q~ ~ ~ ~ _c ~~ o ~' ~ y~ ~ i ~ ~ ~ f ~ # ~ a E O ~ u1 E ~ b ~ ~ ~ o u f E '/'+ V N a ii ~ r R R v (p O1 (n N ~ M tM(1 N •~~ l (V O~ ~A v! N ~ M ~ Ol ~ U] N ~ .= PI (V CS Ifl VI ~ ~ M N N M1 eV ([: ~pD~ Vl M T S1 t~ C O Ul U] " Vf ~ N M ~ N ~ Y V ~ N N l'7 ~ F Y u m ~ •~ • ~ cCi 8 S S v <O, O Q u`~ ~i qp 8 ~ N. ~- 47 N ~ ' ~ O po ~ O f'~ ~ g ~{ 8 8 10 ~- fV N N N ~ ~ O O ~ ~ ~ g ~ .Ti N ~n f c~ $ O / 1 , W £ tC 01 N ih ~ Vf N . ~ H Q1 Vl 1n ~ ~ ~ M VI V/ .- .- (rp1 fV aD ~ N VI ~ ~ (O~i fV (ham (fpv QI f]I .T W 1r R c~ N N ~ ~ eV J € E~ ~~ N ~ J ~ M W • C g U ~ ~ = a q m ~ w ~ U _ m a ~ ~ U m d' Z 4 ~ ~ N ~ l ~ ~ a ~ > ~ W ~ W ~ ~~, ~- ~a~ ,~ ~ O rn ~m~ b + o° ° ~- ~ o w c ~a~ - c Q W m w o rn $a~ ~ w W n~~ ~ S 9 c ~_ ffi ~ •e ~ a ~e t 5~ c ro ~i ffi = ~ a L fi~ - f ro ~ ffi r z F W X cg c~ g' ~ ~ y ~ G ~ k c ~ L E 4 a` ~ ~ ~ a ~ - ~ a` ~ ~ ~ oD 4 E- LL ~ a ~ i E ~~ W ~ N i m a ° y= • 8~~ ~8a~ ~ E~ ~Ba~ ~ ;9 Qi ~~a~cc Program Manager /Owner's Agent R LB ~I~e< <_E-.'~~r'~t ~~~Ckl~ir]~_~ Burlingame Ranch Phase II 7. Schedule The attached schedule is based on the information in the RFP, including the IPD process and the dates outlined in the section 3.4.2. This is a tentative, preliminary schedule, and we look forward to working with Aspen to develop afully-functional schedule outlining the roles and tasks assigned to each member of the IPD team. 7.1 Program Manager! Owner's Agent Burlingame Ranch Phase II R L B - Eder Levett Bucknall a ~~ ~ ~ e ~ s ~, 0 3 '~s~~s g O W w = ~ +~+ O M ~. ~ ~ ~ j m ~ ~ ~ W ~ ~9;'~~~~ aa~~~~~ _eORSo ~~ Xw K _ b a ~ga~~3 P ~ ~~ 3'~ ~ i ~~ ~ ~~ ~ o ~ ~ ~ g v O O O_ .~ _ lV f ~$`m ~f~i ~;~~;~~ a~a=~~_ n o ~° ~ W q~ ~ ¢o P rm- c m ~ ~ ~ 8 B ~ .~ ~oe~~`~ ~~~n~~ _~t~~ ~~~g a ~9 ~o ~i~o n ~ ~ ,~ ~a ~_ ~ ~ ~~~~~~~~~ ~8?~~~~ag~a~8~=~~a. X88 a o~ ~ ~ ~ ~ x b ~ o `o ~ g~ ~~ u a~~~~~~~~€ V u u u s n u~ d~ o a z° ~ i a u $ ~ ~ 5 e v u Program Manager/Owner's Agent RLB ~j(~e! ~~~fPtt ~UCkfl~~l_ Burlingame Ranch Phase II S. Design Process Coordination This section outlines our proposed methodology and work plan for successful delivery of Burlingame Ranch. Our project management approach will be to: • Represent and protect your interests as an extension of Aspen city staff; • Closely manage your project to ensure completion on schedule, within budget, and according to programmed quality; and • Maintain positive working relationships in a collaborative, problem-solving project environment. We understand that Aspen wants this project to commence quickly. Our team stands ready to begin work immediately at Aspen's direction, and to commit our team members to this project through its scheduled completion. We have outlined our understanding of the project schedule below, including the following phases: • Conceptualization (4 weeks) • Criteria Design (6 weeks) • Detailed Design (10 weeks) • GMP Bid Submitted • Implementation Documents (10 weeks) • Construction 8 Close-Out (130 weeks) January 2010 February -March 2010 March -May 2010 June 2010 August -October 2010 April 2011 -September 2013 We have organized our methodology and work plan into four phases. Respective tasks and recommendations for each phase are outlined below. Activities -Conceptualization Phase: 1) Confirm Expectations: We recommend an initial project kickoff meeting between Aspen and Rider Levett Bucknall to confirm Aspen's expectations. At this meeting, the following high-level issues would be discussed, and the outcome would be documented in a follow-up memorandum: o Identify Aspen's criteria for success for Budingame Ranch (budget, schedule, size, quality, finishes, use of prefabricated building materials, components and systems, sustainability, public participation, construction-related disruption, etc.) o Confirm other expectations for Burlingame Ranch (expectations of elected officials, community and neighborhood groups, etc.) o Confirm the Aspen representative(s) to whom we will report o Confirm Aspen's expectations of our team related to communication, reporting, meetings, and level of authority and delegation Program Manager /Owner's Agent Burlingame Ranch Phase II RLB Rides Levett B,_ickn.=iil o Develop a project responsibilities matrix outlining the respective roles of the Burlingame Ranch project team members (architect, construction manager, project manager, Aspen staff and others as needed) o Develop adecision-making matrix outlining authority and responsibility to provide direction, including Aspen staff, Aspen City Council, Pitkin County representatives, the Burlingame Ranch HOA and other stakeholders Our team needs to have crock-solid understanding of these key issues in order to effectively manage the project, meet Aspen's expectations and keep the project on track 2) Develop a Budget 8 Cost Manaeement Tool: Provide a budget and cost management tool that tracks and monitors all project related budgets, estimates, encumbrances, contracts, purchase orders, invoices, change orders and payments. Work with Aspen city staff to confirm the tool intertaces appropriately with the city's financial system. Develop reports to communicate an appropriate level of detail to respective stakeholders within Aspen's city staff. 3) Develop Executive Summary Reports: Work with Aspen to confirm frequency and content of reports, and seek approval of a specific report template. We propose a monthly Executive Summary Report that includes a project overview, narrative outlining milestones, progress, issues and major decisions over the prior month, a current budget to cost report, a current project schedule, and project photos. These reports should be produced on a monthly basis throughout the project. 4) Streamline Communication: Burlingame Ranch will be an enormous project with hundreds of individuals and organizations involved throughout its three-year development. As your owner's agent, we will streamline project communication in order to deliver your project with efficiency. We suggest establishing expectations for internal communication up front, including a single point-of-contact for Aspen and a single point-of-contact for Rider Levett Bucknall. These two individuals will be responsible for ensuring smooth information flow between Aspen and Rider Levett Bucknall. The Aspen representative will be responsible for giving formal direction to Rider Levett Bucknall, making decisions on Aspen's behalf and confirming direction provided by others. The Rider Levett Bucknall representative will be the single point-ofcontact for Aspen, responsible and accountable for the responsiveness, accountability and performance of the entire Rider Levett Bucknall team. 5) Establish Regular Team Meetings: We suggest holding weekly owner coordination meetings between Aspen and Rider Levett Bucknall staff. At this meeting, Aspen and Rider Levett Bucknall will review progress, discuss outstanding issues, identify upcoming milestones, report progress toward achieving the milestones and formally transmit deliverables. 6) Assist in Selecting Design and Construction Team: Provide assistance to Aspen as required with the development of RFO's / RFP's, and with the selection and contracting process for the design Program Manager /Owner's Agent I' RLB Ride: Levitt ~lckna~ Burlingame Ranch Phase II and construction team, and other specialty services as needed. Assist Aspen with site assessment studies and reports to confirm consulting services needed. Review and comment on design and construction team contracts to confirm comprehensiveness of scope and sufficiency of performance requirements. 7) Identifv Cost Mitigating Strategies: Work with Aspen and the Construction Experts Group to identify preferred /adopted strategies to minimize costs for Burlingame Ranch, including use of factory-built, modular construction, standardized unit sizes and building massing, and addressing issues related to utilities, maintenance and sustainability. 8) Maintain Positive Working Relationships: Rider Levett Bucknall is committed to developing and maintaining positive working relationships with design and construction teams assigned to the projects. While we work closely with design and construction teams, we clearly understand that our role is to represent Aspen. We realize that some designers tend to push the envelope on building finishes, and Owners must actively manage the design process to contain costs. We recognize that some contractors tend to accept sub-par quality or excessive subcontractor changes, sometimes due to their direct financial incentive, and Owners must actively manage the construction process to contain costs and assure quality. Activities -Criteria Design, Detailed Design and Implementation Documents Phases: 1) Actively Participate in the Design Process: Manage the weekly project team meetings. Assist Aspen in achieving its objectives by participating in the design process, keeping a vigilant eye on any potential issues that may have significant cost and schedule impact. 2) Manage Design and Construction Team Contract: Assist Aspen with management of these contracts as needed to assure on-schedule and on-budget completion of the scope of work outlined in the contracts. 3) Facilitate Stakeholder Review and Input on the Design: Assist Aspen in providing an overview of the design and seek input from city representatives, residents, building inspectors and other interested stakeholders as needed. Assure this input is considered by the design and construction team. 4) Manage Costs: Prepare cost estimates based on the schematic design documents, design development documents, GMP documents and construction documents. Provide guidance to the design team related to the cost impact of design decisions throughout the design process. Prepare budget to cost reports based on current documents. Identify potential value engineering changes to reduce costs. Program Manager /Owner's Agent Burlingame Ranch Phase II RLB ~ Rider L_evett B! ckna~l 5) Manaoe Schedule: Analyze the logical steps in the documentation and construction stages of the project and produce schedules that establish the relationships between these activities and their durations, providing an independent control mechanism to review the progress of the total development. This allows for direct reporting to Aspen on any nonpertormance issues, the extent of any potential problems, the time effect it may have on the final completion of the project, and any remedial action which could betaken. Regular monitoring and reporting of the schedule immediately identifies problem areas, highlights to the project team the need to take appropriate action and set new targets, enabling the team to realize what must be achieved to recover the original schedule requirements. 6) Prepare and Submit Executive Summary Reports: Throughout the project, meet monthly with Aspen representatives to present progress reports, communicate key information and confirm our direction going forward. Activities -Construction Phase: 1) Oversee Construction: Manage the weekly project team meetings. Assist Aspen in achieving its objectives by actively overseeing the construction process, monitoring progress and quality, working collaboratively with the construction team, and preparing timely, comprehensive reports to keep Aspen officials informed about the progress and any major issues. 2) Manaoe Design and Construction Team Contract: Assist Aspen with management of the design & construction contract to assure on-schedule and on-budget completion of the scope of work outlined in the contract. 3) Manaoe Costs: Advise the city's project team by providing guidance related to cost impact of construction decisions. Analyze and comment on the general contractor's proposed GMP and any change order requests. Prepare budget to cost reports based on current status. Identify potential design and construction changes to reduce costs. 4) Manage Schedule: Actively monitor, review and comment to Aspen on construction team's schedule and any outstanding issues that may impact schedule, while maintaining construction team's contractual responsibility to meet the schedule; process and make recommendations on payment requests and any proposed time extension requests. 5) Review Change Orders: Review and verify conformance of proposed change orders to contract document requirements and owner direction; prepare cost estimates to confirm reasonableness of construction team's pricing. Program Manager /Owner's Agent Burlingame Ranch Phase II RLB Rider !_e~~~tt B~;rknall 6) Review Pav Applications: Review and verify conformance of pay applications against in-the-field progress of the job. 7) Review Construction Plan: Assist city staff with review of general contractors plan to build the project, including evaluation of: o Construction sequencing and logistics plan; o Truck staging and routing plans for delivery of materials to the site; o Material delivery schedule; o Onsite storage plan; o Jobsite security plan; o Dust control measures; o Neighbor notification and outreach plan regarding major disruptive construction activities; o The proposed construction sequencing plan and its ability to achieve the schedule; and o Strategies to streamline or expedite construction, and their respective costs. 8) Facilitate Stakeholder Review and Input on the Construction Plan: Assist Aspen in providing an overview of the construction plan and seeking input from city representatives, the Burlingame Ranch HOA, building inspectors, and other interested stakeholders. Assure this input is considered by the construction team. RLB Rider Levett Bucknall 1621 Eighteenth Street Suite 255 Denver, Colorado 8D202 T: +1 720 904 1480 F: +1 72D 904 1481 15 January 2010 Chris Everson Affordable Housing Project Manager City of Aspen 130 South Galena Street Aspen, CO 81611 chris.everson(~ci.aspen.co.us Dear Chris: BURLINGAME RANCH PHASE II -PROGRAM MANAGER /OWNER'S AGENT REVISED FEE WORKSHEET -DESIGN 8 IMPLEMENTATION DOCS. PHASES Based on our discussion earlier this week, I have prepared a revised fee worksheet (attached) that reflects the updated schedule. While the total fees and reimbursables remain unchanged from our proposal dated 13 November 2009, we have modified the dates and amounts for each individual phase to reflect your updated schedule. The differences between the two documents are summarized below. You will note that the total fees, reimbursable expenses and duration (highlighted below in yellow) are all the same as listed in our proposal. 13-Nov-09 Proposal Revised Worksheet Initial Design Phase Start 4-Jan-10 25-Jan-10 Finish 23-May-10 30-Aug-10 Duration (days) 139 217 Fees $132,000 $209,000 Reimbursable Expenses $59,950 $92,400 Total $191,950 $301,400 Implementation Docs Design Phase Start 24-May-10 31-Aug-10 Finish 31-Oct-10 21-No~10 Duration (days) 160 82 Fees $161,000 $84,000 Reimbursable Expenses $68,200 $35,750 Total $229,200 $119,750 Both Design Phases Combined Start 4-Jan-10 25-Jan-10 Finish 31-Oct-10 21-Nov-10 Duration (days) 300 300 Fees $293,000 $293,000 Reimbursable Expenses $128,150 $128,150 Total $421,150 $421,150 www.rlb.com 15 January 2010 Chris Everson Page 2 RLB ~ Rider Levett Bucknall BURLINGAME RANCH PHASE II -PROGRAM MANAGER /OWNER'S AGENT REVISED FEE WORKSHEET -DESIGN 1~ IMPLEMENTATION DOCS. PHASES We have only modified the dates for the design phase of the project. We are not proposing any changes to the construction phase. As stated in our proposal, we note that the RFP assumes a period between the design and construction phases when owner's agent services are not required. Based on the updated schedule, this period would occur between 22 November 2010 and 4 April 2011. While our proposal excludes services during this period, we would be happy to provide a proposal if needed. All other provisions of our proposal remain unchanged. Please let me know if you have any questions or concerns. Yours sincerely, ~~~1 ~~~~w~.~ Peter Knowles Executive Vice President Rider Levett Bucknall Ltd Attachment cc: Scott Sumners a 0 0 s N v c C a D W ~_ W OC H y W N W L = = a Y a~ ~ a ~o R ~ as W ~' ~ LL. v ~a c ~ •` ~ m a=i a Q L Q~ 3 0 J L O o o O o w ~ a 0 _ ~ 0 _ ~ N ~ o m E a N N o a ~ E a E ~ ~ N ~ ? 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