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HomeMy WebLinkAboutresolution.council.032-11 RESOLUTION # 3V--- (Series of 2011) A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF ASPEN, COLORADO, AND ASPEN CONSTRUCTORS INC SETTING FORTH THE TERMS AND CONDITIONS REGARDING THE WHEELER OPERA HOUSE REMODEL 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 Aspen Constructors Inc. the, 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 Aspen Constructors Inc. regarding the Wheeler Opera House remodel for the city of Aspen, 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 the City of Aspen. Dated: 6 .90LJ / e II1/ -2dt/ Michael C. Ireland, 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, May 9, 2011. p / / / ___ /ice a �/ Kat/ S. Koch, City Clerk MEMORANDUM b TO: Mayor and Council FROM : Steve Bossart, Capital Asset Project Manager THRU: Scott Miller, Capital Asset Director DATE: May 3, 2011 RE: Wheeler Opera House 2011 Remodel - CM /GC Contract SUMMARY: The Wheeler remodel work construction phase is scheduled to begin as soon as possible. Wheeler staff has moved to their interim office space at 517 East Hopkins. The demolition phase of work in the basement must commence without delay if the completion date of November 30 is to be realized with Wheeler, restaurant, and retail operations in place. The Integrated Project Delivery (IPD) approach is the end result of the 2009 Construction Experts /Citizen Task Force /Staff recommendations, where the constructor is selected through an early competitive bid process coinciding with conceptual design. Benefits are added value to the City through the professional contractor recommendations on methods and means, consequential cost reductions, and reduction in construction period change orders. Aspen Constructors Inc. was selected for preconstruction design services, and provided competitive bidding on all phases of work. Postponed selection of the restaurant operator pushed mechanical design back so we do not have a final GMP (Guaranteed Maximum Price) for the complete work. We are presenting the construction contract with a gross project cost containing numerous allowances, but with a Phase 1 GMP to allow work to commence and continue from May 16'" through July 1'. Final construction documents will provide final gross GMP figures at that time. The City will monitor progress and have the ability to reevaluate work scope at that time. Meanwhile demolition of basement walls and removal of the concrete slab will be completed before summer activities begin in the downtown core. PREVIOUS COUNCIL ACTION: In January 2009, City Council directed Wheeler and Capital Asset staff to continue conceptual planning for a proposed addition to the historic theater. Farewell Mills Gatsch Architects LLC was contracted to produce preliminary designs based on programming needs determined by earlier research. At the December 7, 2009 meeting of City Council, this work was suspended and Council directed Wheeler and City staff to conduct an updated comprehensive, third -party needs assessment at the earliest opportunity. 1 In September 2010, Wheeler and Capital Asset staff and Webb Management Services delivered the final report on the needs assessment study. Council subsequently recommended that staff continue the evaluation of future alternate sites, but proceed immediately with design and planning of remodel work to the existing Wheeler basement office, shop, and storage spaces, and to the first floor restaurant and retail space. Council approved a continuation of the existing design team contract, and the addition of a CM /GC at Risk (Construction Manager /General Contractor) to the design and planning effort. An RFP for the CM /GC was issued; a number of candidates were reviewed for proposed fees and qualifications. Aspen Constructors Incorporated (ACI) was selected based on a combination of fees, experience in the downtown core, experience with core historical buildings and retail and restaurant work, and references. Since then ACI has been an integral team member as design proceeded, providing the cost and time saving recommendations the IPD (Integrated Project Delivery) method intends. The CM /GC concept is similar to the Council and community recommended IPD (Integrated Project Delivery) program in that it recognizes the positive contributions of professional construction input and estimating early in design. This concept has been in use in various versions and descriptions for many years, and is a desirable approach in identifying problems, solutions, and alternative methods long before commencement of construction work. City of Aspen experience has proven this method valuable in reducing construction period changes and cost increases. The selection process considered the contractor's experience and capabilities, evaluated fee structure, with the intent to roll the selected CM /GC directly into the construction contract. BACKGROUND: ACI has worked with the design team at length, providing recommendations and methods to improve efficiency and costs. ACI together with the architects, Wheeler staff, and Asset staff, has provided its own extensive subcontractor review and competitive bid process. As a result we now have a strong owner /user /design/construction team ready to move forward in the permitting, and demolition. The target completion date for the work is late November 2011 to allow the tenants and the Wheeler staff time to move and open for the holidays. The schedule is challenging, working within the central core, through tight reserved entertainment programs, and Food and Wine. The extended selection period for the restaurant operator added some time but we feel we're back on track. DISCUSSION: Aspen Constructors Incorporated was the unanimous selection by the evaluation team based on their approach, fee structure, Aspen core area experience, and historical buildings. Their efforts to date during the preconstruction design work have convinced us we made a good selection and we need to execute the next stage construction contract. The contract format is the AIA A195 Owner Contractor Integrated Project Delivery. We have worked with outside counsel as well as the City attorney in developing this procurement methodology, and have experienced superior results. 2 FINANCIAL IMPLICATIONS: The overall targeted budget for the renovation, including design, staff costs, and other expenses was $2.4 million. The proposed overall GMP (Guaranteed Maximum Price) contract of $1,995,734.47 has met our budgetary expectations thus far, and is expected to be further perfected with the completion of mechanical design. The Phase 1 demolition GMP scope is $278,568.48. RESOURCE IMPLICATIONS: Proceeding with the CM /GC IPD process and executing the proposed contract saves time and money by moving the competitive process to the front of the delivery process. It also adds the contractor /builder expertise in developing more efficient means and methods. Phasing the work scope in the proposed fashion allows work to commence and occupancy to occur meeting the seasonal schedule. Postponement would increase alternate office rental expenses and eliminate rental revenues on the restaurant and retail spaces during most if not all of the 2011/2012 winter season. RECOMMENDATION: Staff recommends approval of the AIA A195 Owner Contractor Integrated Project Delivery contract for the Wheeler CM /GC for Phase 1 scope. ALTERNATIVES: The proposed CM /GC IPD project delivery approach is the only alternative to accomplishing the project goals on time. SSOjzsTLon 32 PROPOSED MOTION: I move to approve the proposed AIA A195 Owner Contractor Integrated Project Delivery contract with Aspen Constructors Inc. �y CITY MANAGER COMMENTS: (iCec-dn . l� v. , vvnP �z�o i X C J2 ts&Z h,-P � ahr Q 7 - Y sa . , u.Tt n- • Attachments: A- Copy of signed contract 3 • Certification of Document's Authenticity A!A ®,Document D401Tm — 2003 I,- Janet Lawler McDaniel, hereby certify, to the best of my knowledge, information and belied that I created the - attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:16:32 an 05/04/2011 under Order No. 2898613965_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA Document A195T' — 2008, Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. � i % )14 P (Signed) (71tie) 67+111 (Dated) AIA Document D401"' —2003. Copyright C 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This MA Document is protected by U.S. Copyright Law end International Treaties. Unauthorized reproduction or distribution of this MA Document, or any portion of It, may .1 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 11:18:32 on 05/04/2011 under Order No.2898613965 1 which explres on 0411/2012, and Is not for resale. User Notes: (2020301398) Certification of Document's Authenticity AIA® Document D401 TM 2003 T, Janet Lawler McDaniel, hereby certify, to the best of my knowledge, information and belief that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:16:32 on 05/04/2011 under Order No. 2898613965_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA Document A195nn — 2008, Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. _ ) (Signed) �fforl� y (Title) 5 141, ! (Dated) AIA Document D401".— 2003. Copyright O 1992 and 2003 by The American Institute of Architects. All rights rsesrved. WARNING: This AIA Document Is protected by U.& Copyright Law and International Treaties. Unauthortted reproduction or distribution of this AIA Document, or any portion of it, may .1 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 11:18:32 on 05/04/2011 under Order No.28981313985_1 which expires on 04/11/2012, and is not for resale. User Notes: (2020301398) Certification of Document's Authenticity AIA® Document D401 T® — 2003 ..................... . 1, Janet Lawler McDaniel, hereby certify, to the best of my knowledge, information and belief; that I created the -attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:16:32 on 05/04/2011 under Order No. 2898613965_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA Document A195TM — 2008, Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report t \i AlliKlAA44 (Title) 514111 " . (Dated) AIA Document D401 — 2003. Copyright O 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNINti: This MA Document is protected by U.B. Copyright Lew end International Trestles. Unauthorised reproduction or distribution of this AIA Document, or any portion of it, may .1 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 11:18:32 on 05/04/2011 under Order No.2898613985_1 which expires on 04/11/2012, and is not for resale. User Notes: (2020301398) IIh Document A295T" - 2008 General Conditions of the Contract for Integrated Project Delivery for the following PROJECT: Wheeler Opera House 2011 Remodel ADDITIONS AND DELETIONS: THE OWNER: The author of this document has added information needed for its City of As completion. The author may also h' P en have revised the text of the original 130 South Galena Street AIA standard form. An Additions and Aspen, Colorado 81611 Deletions Report that notes added information as well as revisions to the THE ARCHITECT: standard form text is available from the author and should be reviewed. A Mills + Schnoering Architects, LLC vertical line in the left margin of this 200 Forrestal Road document indicates where the author Princeton, NJ 08540 has added necessary information and where the author has added to or and: deleted from the original AIA text. Rowland + Broughton This document has important legal 117 S. Monarch Street consequences. Consultation with an Aspen, Colorado 81611 attomey is encouraged with respect to its completion or modification. THE CONTRACTOR: Aspen Constructors, Inc. 309 A.A.B.C., Unit G Aspen, Colorado 81611 Init. AIA Document A295"' - 2008. Copyright ®2008 by The American Institute of Architects. All lights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or dlstdbutlon of thls AIA Document, or any portion of n, may result In 1 seven civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:42:28 on 05/04/2011 under Order No.2898813985_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) 1 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 IDit AIA Document A296" - 2008. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This Abe Document is protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In 2 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 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) INDEX Architect's Administration of the Contract (Numbers and Topics in Bold are Section Headings) 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 Acceptance of Nonconforming Work Architect's Authority to Reject Work 9.23.6.6, 9.23.8.3, 9.25.3 9.5, 9.25.1.2, 9.25.2.1, 9.26.4.2 Acceptance of Work Architect's Copyright 9.23.6.6, 9.23.8.3, 9.25.3, 10.1.4, 10.2.1, 10.2.3, 1.3.6, 1.5 Access to Work Architect's Decisions 9.16, 9.20.2.1, 9.25.1 9.7.4, 9.20.3, 9.21.3.7, 9.21.3.9, 9.22.1.2, 9.22.3.1, Accident Prevention 9.23.2, 9.23.4.1, 9.23.5, 9.23.8.1, 9.26.4.2, 9.26.4.3, 9.24 9.26.4.4, 9.26.5.2, 9.26.5.4, 10.1.6, 12.4.2, 13.2, 13.3 Acts and Omissions Architect's General Services 9.2, 9.3.4, 9.12.8, 9.18, 9.22.3.1, 9.23.5.1, 9.24.2.5, 3.2 9.24.2.8, 9.26.4.1, 12.3.2, 12.6, 13.2 Architect's Inspections Additional Costs, Claims for 9.7.4, 9.23.4.2, 9.23.8.2, 9.26.4.1, 10.1.1, 10.1.5, 9.7.4, 9.7.5, 9.20.1.1, 9.21.3.7.5, 9.24.3, 13.1.4 10.2.1, 12.4 Additional Inspections and Testing Architect's Instructions 9.23.4.2, 9.25.2.1, 10.1.5, 12.4 9.2.4, 9.3.1, 9.26.4.2, 9.26.5.2, 12.4.2 Additional Insured Architect's Interpretations 11.1.4 9.26.4.3, 9.26.4.4 Additional Time, Claims for Architect's Relationship with Contractor 9.2.4, 9.7.4, 93.5, 9.10.2, 9.22.3.2, 13.1.5 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, Administration of the Contract, Architect's 9.4.2, 9.5, 9.7.4, 9.7.5, 9.9.2, 9.9.3, 9.10, 9.11, 9.12, 9.1.2, 9.23.4, 9.23.5, 9.26 9.16, 9.18, 9.19.2, 9.20.2.2, 9.21, 9.22.3, 9.23.2, Aesthetic Effect 9.23.3, 9.23.4, 9.23.5, 9.23.7, 9.23.8, 9.24.2.6, 9.24.3, 9.26.4.4 9.25, 9.26, 10.1, 11.3.7, 12.3.2, 12.4, 13.2 After Substantial Completion (Correction of Work) Architect's Relationship with Subcontractors 9.25.2.2 1.3.9, 9.23.6.3, 9.23.6.4, 9.26.4.1, 9.26.4.2, 11.3.7 Allowances Architect's Representations 9.8, 9.21.3.8 9.23.4.2, 9.23.5.1, 10.2.1 All -risk Insurance Architect's Site Visits 11.3.1, 11.3.1.1 9.7.4, 9.23.4.2, 9.23.5.1, 9.23.8.2, 9.26.4.1, 10.1.1, Applications for Payment 10.2.1, 12.4 9.21.3.9, 9.23.2, 9.23.3, 9.23.4, 9.23.5.1, 9.23.6.3, Asbestos 9.23.7, 10.2, 11.1.3 9.24.3.1 Approvals Attorneys' Fees 2.1.1, 2.2.4, 4.2.6, 9.1.2, 9.10.2, 9.12.8, 9.12.9, 9.18.1, 9.24.3.3, 10.2.2 9.23.3.2, 9.25.2.7, 9.26.5.1, 9.26.5.2, 12.4.1 Award of Separate Contracts Arbitration 9.20.1.1, 9.20.1.2 9.22.3.1, 11.3.10, 13.3.2, 13.4 Award of Subcontracts and Other Contracts for ARCHITECT Portions of the Work 3 9.19.2 Architect, Definition of Basic Definitions 3.1.1 1.3 Architect, Extent of Authority Before or After Substantial Completion (Correction 3.1, 9.12.7, 9.19.2, 9.20.3, 9.21.1.2, 9.21.3.7, 9.21.4, of Work) 9.23.2, 9.23.3.1, 9.23.4, 9.23.5, 9.23.6.3, 9.25.1, 9.25.2.1 9.25.2.1, 9.25.2.7, 9.26, 10.1, 10.2.1, 10.2.3, 12.4.1, Bidding Requirements 12.4.2, 13.1.3, 13.2.1 11.4.1 Architect, Limitations of Authority and Responsibility Binding Dispute Resolution 2.1.1, 3.1.2, 3.2.3, 4.2.6, 9.12.4, 9.12.8, 9.19.2.1, 9.23.7, 11.3.9, 11.3.10, 13.1, 13.2.5, 13.2.6.1, 13.3.1, 9.21.4, 9.23.4.2, 9.23.5.3, 9.23.6.4, 9.26.1, 9.26.2, 13.3.2, 13.4.1 9.26.4.1, 9.26.4.2, 9.26.4.4, 9.26.5.2, 13.1.3, 13.2 Boiler and Machinery Insurance Architect's Additional Services and Expenses 11.3.2 3.2.3, 9.25.2.2.1, 9.25.2.7, 11.3.1.1, 12.4.2, 12.4.3 IDit AIA Document A295” - 2008. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction or dhWbutlon of this AIA Document, or any portion of It, may result in 3 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 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) Bonds, Lien Commencement of the Work, Definition of 9.21.3.7.4, 10.2.2, 10.2.3 8.6 Bonds, Performance, and Payment Communications Facilitating Contract Administration 9.21.3.7.4, 9.23.6.7, 10.2.3, 11.3.9, 11.4 3.22, 9.9.1 Building Information Model Completion, Conditions Relating to 1.3.5, 1.3.8, 1.4.2, 1.5.1, 1.5.2, 5.5, 7.1, 8.2 9.4.1,9.11,9.15,9.22 .2,9.23.4.2,9.23.8.1,9.26.4.1, Building Permit 9.25.2, 10.1, 10.2, 12.6 9.7.1 Completion, Substantial Capitalization 9.22.1.1, 9.22.1.2, 9.22.2.3, 9.23.4.2, 9.23.8.1, 9.25.2, 1.4.4 10.1.1, 10.1.2, 10.2.3, 12.6 Certificate of Substantial Completion Compliance with Laws 10.1.5, 10.1.6, 10.1.9 1.5.2, 3.1.1, 4.2.6, 9.2.3, 9.6, 9.7, 9.13, 9.23.6.4, Certificates for Payment 9.24.2.2, 11.1, 11.3, 12.3, 12.4.1, 12.4.2, 12.5, 13.2.8, 9.23.33, 9.23.4, 9.23.5, 9.23.6.1, 9.23.6.6, 9.23.7, 13.4.2, 13.4.3 10.1.1, 10.2.1, 10.2.3, 13.1.3 Concealed or Unknown Conditions Certificates of Inspection, Testing or Approval 9.7.4, 9.22.3.1, 9.24.3 12.4.4 CONCEPTUALIZATION PHASE Certificates of Insurance 5 10.2.2., 11.1.3 Conditions of the Contract Change Orders 1.3.8, 9.20.1.1, 9.20.1.4 1.3.8, 9.4.2, 9.7.4, 9.8.2.3, 9.11, 9.12.8, 9.19.2.3, Consent, Written 9.21.1.2, 9.21.1.3, 9.21.2, 9.21.3.2, 9.21.3.6, 9.21.3.9, 3.1.2, 9.4.2, 9.7.4, 9 .12.8, 9.14.2, 9.23.3.2, 9.23.8.1, 9.21.3.10, 9.22.3.1, 9.23.3.1.1, 9.24.3.2, 9.25.1.2, 10.1.9, 10.2.2, 10.2.3, 11.3.1, 12.1, 12.3.2, 13.4.4.2 9.25.2.7, 10.2.3, 11.3.1.2, 11.3.4, 11.3.9, 13.1.3 Consolidation or Joinder Change Orders, Definition of 13.4.4 9.21.2.1 CONSTRUCTION BY OWNER OR BY CHANGES IN THE WORK SEPARATE CONTRACTORS 2.2.2, 9.11, 9.21, 9.21.2.1, 9.21.3.1, 9.21.4, 9.22.3.1, 1.3.2, 9.20 9.23.3.1.1, 11.3.9 Construction Change Directive, Definition of Claims, Definition of 9.21.3.1 13.1.1 Construction Change Directives CLAIMS AND DISPUTES 1.3.8, 9.4.2, 9.12.8, 9.21.1.1, 9.21.1.2, 9.21.1.3, 9.2.4, 9.20.1.1, 9.20.3, 9.21.3.9, 9.23.3.3, 9.24.3.3, 9.21.3, 9.23.3.1.1 10.2.4, 13, 13.4 CONSTRUCTION PHASE Claims and Timely Assertion of Claims 9 13.4.1 Construction Schedules, Contractor's Claims for Additional Cost 9.10, 9.12.1, 9.12.2, 9.20.1.3, 13.1.5.2 9.2.4, 9.7.4, 9.20.1.1, 9.21.3.9, 9.24.3.2, 13.1.4 Contingent Assignment of Subcontracts Claims for Additional Time 9.19.4 9.2.4, 9.7.4, 920.1.1, 9.22.3.2, 9.24.3.2, 13.1.5 Continuing Contract Performance Claims for Consequential Damages 13.1.3 13.1.6 Contract, Definition of Cleaning Up 1.3.9 9.15, 9.20.3 Contract Administration Concealed or Unknown Conditions, Claims for 9.1.2, 9.23.4, 9.23.5, 9.26 9.7.4 Contract Award and Execution, Conditions Relating to Claims for Damages 9.7.1, 9.10, 9.19.2, 9.20.1, 11.1.3, 11.3.6, 11.4.1 9.2.4, 9.18, 9.20.1.1, 9.22.3.3, 9.23.5.1, 9.23.6.7, Contract Documents, The 9.24.3.3, 11.1.1, 11.3.5, 11.3.7, 13.1.6 See Guaranteed Maximum Price Documents, The Claims Subject to Arbitration Contract Sum 13.3.1, 13.4.1 9.7.4, 9.8, 9.19.23, 9212, 9113, 9.21.4, 9.23.1, CLOSEOUT PHASE 9.23.42, 9.23.5.1.4, 9.23.6.7, 9.23.7, 9.24.3.2, 11.3.1, 10 13.1.4, 13.2.5 Commencement of the Work, Conditions Relating to Contract Sum, Definition of 2.2.2, 8.6, 9.2.2, 9.4.1, 9.7.1, 9.10.1, 9.12.6, 9.19.2.1, 9.23.1 9.19.2.3, 9.20.2.2, 9.22.2.2, 9.22.3.1, 11.1, 11.3.1, 11.3.6, 11.4.1, 13.1.4 Init. AIA Document A295TM - 2008. Copyright ©2008 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In 4 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 14:42:28 on 05/04/2011 under Order No.2898613965 1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) Contract Time Copies Furnished of Drawings and Specifications 9.7.4, 9.7.5, 9.10.2, 9.19.2.3, 9.21.2.1.3, 9.21.3.1, 1.5, 9.11 9.21.3.5, 9.21.4, 9.22.1.1, 9.22.2.1, 9.22.3.1, 9.23.5.1, Copyrights 9.23.7, 9.24.3.2, 9.25.1.1, 13.1.5.1, 13.2.5 1.5, 9.17 Contract Time, Definition of Correction of Work 9.22.1.1 9.7.3, 9.23.4.2, 9.23.8.1, 9.25.1.2, 9.25.2, 9.25.2.6, CONTRACTOR 9.25.2.7, 10.1.4, 10.1.5 4 Correlation and Intent of the GMP Documents Contractor, Definition of 1.4, 9.2.1 4.1, 9.20.1.2 Cost, Definition of Contractor's Construction Schedules 9.21.3.7 9.10, 9.12.1, 9.12.2, 9.20.1.3, 13.1.5.2 Costs Contractor's Employees 9.2.4, 9.7.3, 9.8.2, 9.15.2, 9.19.4.2, 9.20.1.1, 9.20.2.3, 9.3.4, 9.4.3, 9.8.1, 9.9, 9.18.2, 9.24.2, 9.24.3, 9.26.4.1, 9.21.3.3.3, 9.21.3.7, 9.21.3.8, 9.21.3.9, 9.24.3.2, 9.26.4.2, 11.1.1, 11.3.7 9.24.3.6, 9.25.1.2, 9.25.2.1, 9.25.2.4, 9.25.2.7, 10.2.2, Contractor's Estimates 11.3, 12.4 4.2.3, 4.2.4, 4.2.5 CRITERIA DESIGN PHASE Contractor's Liability Insurance 6 11.1 Cutting and Patching Contractor's Relationship with Separate Contractors 9.14, 9.20.2.5 and Owner's Forces Damage to Construction of Owner or Separate 9.12.5, 9.14.2, 9.20, 9.25.1.2, 9.25.2.4, 11.3.7 Contractors Contractor's Relationship with Subcontractors 9.14.2, 9.20.2.4, 9.24.2.1.2, 9.24.2.5, 9.24.4, 9.25.2.4, 1.4.2, 9.3.4, 9.18.1, 9.18.2, 9.19, 9.23.6.2, 9.23.6.7, 11.1.1, 11.3 10.2.2, 11.3.1.2, 11.3.7, 11.3.8 Damage to the Work Contractor's Relationship with the Architect 9.14.2, 9.23.8.1, 9.24.2.1.2, 9.24.2.5, 9.24.4, 9.25.2.4, 1.3.9, 1.5,3.13,9.1.2 ,9.2.2,9.2.3,9.2.4,9.3.1,9.4.2, 11.3.1 9.5, 9.7.4, 9.10, 9.11, 9.12, 9.16, 9.18, 9.19.2, Damages, Claims for 9.20.2.2, 9.21, 9.22.3.1, 9.23.2, 9.23.3, 9.23.4, 9.23.5, 9.2.4, 9.18, 9.20.1.1, 9.22.3.3, 9.23.5.1, 9.23.6.7, 9.23.7, 9.23.8, 9.24.2.6, 9.243, 9.25, 9.26, 10.1, 9.24.33, 11.1.1, 11.3.5, 11.3.7, 13.1.6 11.3.7, 12.4, 13.1.2, 13.2.1 Damages for Delay Contractor's Representations 9.20.1.1, 9.22.3.3, 9.23.5.1.6, 9.23.7, 9.24.3.2 9.2.1, 9.2.2, 9.5, 9.12.6, 9.20.2.2, 9.22.2.1, 9.23.3.3, Date of Commencement of the Work 10.1.4 8.6 Contractor's Responsibility for Those Performing the Date of Substantial Completion, Definition of Work 9.22.1.2 9.3.4, 9.18, 9.19.3, 9.20.1.3, 9.20.2, 9.23.5.1, 9.24.2.8 Day, Definition of Contractor's Review of Contract Documents 9.22.1.3 9.2 Decisions of the Architect Contractor's Right to Stop the Work 9.7.4, 9.20.3, 9.21.3.7, 9.21.3.9, 9.22.1.2, 9.22.3.1, 9.23.7 9.23.2, 9.23.4, 9.23.5.1, 9.23.8.1, 9.26.4.2, 9.26.4.3, Contractor's Right to Terminate the Contract 9.26.4.4, 9.26.5.2, 10.1.6, 12.4.2, 13.1, 13.2 13.1.6 Decisions to Withhold Certification Contractor's Submittals 9.23.4.1, 9.23.5, 9.23.7 9.10, 9.11, 9.12.4, 9.19.2.1, 9.19.2.3, 9.23.2, 9.23.3, Defective or Nonconforming Work, Acceptance, 9.23.8.1, 9.26.5.2, 10.1.4, 10.1.5, 10.2.2, 10.2.3, Rejection and Correction of 11.1.3, 11.4.2 9.5, 9.20.2.5, 9.23.5.1, 9.23.5.2, 9.23.6.6, 9.23.8.3, Contractor's Superintendent 9.25.2.1, 9.25.2.6, 9.25.2.7, 9.26.4.2, 10.1.4, 10.2.4 9.9, 9.24.2.6 Defective Work, Definition of Contractor's Supervision and Construction Procedures 9.5 1.4.2, 4.2.6, 9.3, 9.4, 9.20.1.3, 9.20.2.4, 9.21.1.3, Definitions 9.21.3.5, 9.21.3.7, 9.22.2, 9.24, 9.25, 9.26.2, 9.26.4.1, 1.3, 2.1.1, 3.1.1, 4.1.1, 9.5, 9.12.1, 9.12.2, 9.12.3, 9.26.5.2, 13.13 9.19.1, 9.20.1.2, 9 .21.2.1, 9.213.1, 9.22.1, 9.23.1, Contractual Liability Insurance 10.1.2, 13.1.1, 11.1.1.8, 11.2 Delays and Extensions of Time Coordination 9.2, 9.7.4, 9.19.2.3, 9.21.2.1, 9.21.3.1, 9.21.4, 9.22.3, 1.6, 9.3.1, 9.10, 9.12.6, 9.20.1.3, 9.20.2.1 9.23.5.1, 9.23.7, 9.24.3.2, 9.24.4, 13.1.5, 13.2.5 Init AIA Document A295" - 2008. Copyright ®2008 by TheAmerican Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document or any portion of it may result In 5 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 14:42:28 on 05/04/2011 under Order No.2898613965 1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) DETAILED DESIGN PHASE Implementation Documents, The 7 1.3.10 Disputes IMPLEMENTATION DOCUMENTS PHASE 9.20.3, 9.21.3.9, 13.1, 13.2 8 Documents and Samples at the Site Indemnification 9.11 9.17, 9.18, 9.24.3, 9.24.3.5, 9.24.3.6, 10.2.2, 11.3.1.2, Drawings, Definition of 11.3.7 1.3.3 Information and Services Required of the Owner Drawings and Specifications, Use and Ownership of 2.1.5, 2.2, 4.2.6, 9.2.2, 9.12.4, 9.20.1.3, 9.20.1.4, 9.11 9.20.2.5, 9.23.6.1, 9.23.6.4, 9.23.8.2, 9.24.3.3, 10.2.3, Effective Date of Insurance 11.2, 11.4, 12.4.1, 12.4.2, 13.1.3 9.22.2.2, 11.1.2 Initial Decision Emergencies 13.2 9.24.4, 13.1.4 Initial Decision Maker, Definition of Employees, Contractor's 1.3.12 9.3.4, 9.4.3, 9.8.1, 9.9, 9.18.2, 9.24.2, 9.24.3.3, Initial Decision Maker, Decisions 9.26.4.1,9.26.4.2,11.1.1,113.7 13.2.1, 13.2.2, 13.2.3, 13.2.4, 13.2.5 Equipment, Labor, Materials or Initial Decision Maker, Extent of Authority 1.3.1, 1.3.4, 9.4, 9.5, 9.8.2, 9.8.3, 9.12, 9.13, 9.15.1, 13.1.3, 13.2.1, 13.2.2, 13.2.3, 13.2.4, 13.2.5 9.19.2.1, 9.20.2.1, 9.21.3.7, 9.23.3.2, 9.23.3.3, Initial Information 9.23.5.1.3, 9.24.2.1, 9.24.2.4, 9.26.4.2, 9.26.5.2, 1.2 10.2.2 Injury or Damage to Person or Property Evaluations of the Work 9.24.2.8, 9.24.4 9.26.4 Inspections Execution and Progress of the Work 9.1.2, 9.3.5, 9.7.1, 9.23.4.2, 9.23.8.2, 9.25.2.1, 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, 9.26.4.1, 9.26.4.2, 10.1.1, 10.1.5, 10.2.1, 12.4 9.10.1, 9.12, 9.14, 9.20.2.2, 9.21.1.3, 9.21.3.5, 9.22.2, Instructions to the Contractor 9.23.5.1, 9.23.8.1, 9.24.2, 9.24.3, 9.25.2, 9.26, 13.1.3 9.2.4, 9.3.1, 9.8.1, 9.19.2.1, 9.21, 9.22.2.2, 9.25, Extensions of Time 12.4.2 9.2.4, 9.7.4, 9.19.2.3, 9.21.2.1, 9.21.3, 9.21.4, Instruments of Service, Definition of 9.23.5.1, 9.23.7, 9.24.3.2, 9.24.4, 13.1.5, 13.2.5 1.3.6 Failure of Payment Insurance 9.23.5.1.3, 9.23.7, 10.2.2, 12.5 9.8.4, 9.18.1, 9.20.1.1, 9.21.3.7, 9.23.3.2, 9.23.8.1, Faulty Work 10.2.2, 11 (See Defective or Nonconforming Work) Insurance, Boiler and Machinery Final Completion and Final Payment 11.3.2 9.25.3, 9.26.1, 10.1.1, 10.1.4, 10.2, 11.1.2, 11.1.3, Insurance, Contractor's Liability 11.3.1, 11.3.5 11.1 Financial Arrangements, Owner's Insurance, Effective Date of 2.2.2, 12.1.2 9.22.2.2, 11.1.2 Fire and Extended Coverage Insurance Insurance, Loss of Use 11.3.1.1 11.3.3 General Consultation Responsibilities (of Insurance, Owner's Liability Contractor) 11.2 4.2 Insurance, Property GENERAL PROVISIONS 9.24.2.5, 11.3 1 Insurance, Stored Materials Guaranteed Maximum Price, The 9.23.3.2, 11.4.1.4 1.3.7 INSURANCE AND BONDS Guaranteed Maximum Price Documents, The 11 1.3.8, 1.4, 9.19.3 Insurance Companies, Consent to Partial Occupancy Guarantees (See Warranty) 9.23.8.1, 11.4.1.5 Hazardous Materials Insurance Companies, Settlement with 9.24.2.4, 9.24.3 11.4.10 Identification of Subcontractors and Suppliers Integrated Project Delivery 9.19.2.1 1.3.13 init. AIA Document A296TM — 2008. Copyright C 2008 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' Document, or any portion of h, may result In 6 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 14:42:28 on 05/04/2011 under Order No. 2898613985_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) Intent of the Contract Documents Minor Changes in the Work 1.4.1,9.21.4,9.26.5.2,926.4.4 1.3.8, 9.12.8, 9.21.1, 9.21.4 Interest MISCELLANEOUS PROVISIONS 12.5 12 Interpretation Modifications, Definition of 1.4.3, 1.4.5, 3.1.1, 9.19.1, 9.20.1.2, 13.1.1 1.3.8 Interpretations, Written Modifications to the Contract 9.26.43,9.26.4.4,13.1.4 1.3.8,1.3.9,3.1 .2,9.11,9.192.3,921,9.22.3.1, Judgment on Final Award 9.23.7, 9.24.3.2, 9.26.1, 11.3.1 13.4.2 Mutual Responsibility Labor and Materials, Equipment 9.20.2 1.3.1, 1.3.4, 9.1.2, 9.4, 9.5, 9.8.3, 9.12, 9.15.1, Nonconforming Work, Acceptance of 9.19.2.1, 9.202.1, 9.21.3.7, 9.23.3.2, 9.23.3.3, 9.23.6.6, 9.23.8.3, 9.25.3 9.23.5.1.3, 9.24.2.1, 9.24.2.4, 9.26.4.2, 9.26.5.2, Nonconforming Work, Rejection and Correction of 10.1.4, 10.2.2 9.5, 9.20.2.4, 9.23.5.1, 9.23.8.3, 9.25.2.1, 9.25.2.6, Labor Disputes 9.25.2.7, 9.26.4.2, 10.1.4, 10.2.4 9.22.3.1 Notice Laws and Regulations 2.2.2, 9.2.4, 9.3.1, 9.7.2, 9.12.9, 9.19.2.1, 9.23.7, 1.5, 3.1.1, 3.2.4, 3.2.5, 42.1, 4.2.2, 4.2.6, 9.2.3, 9.6, 9.24.2.2, 9.25.2.2.1, 9.25.2.6, 9.25.2.7, 10.2, 11.1.3, 9.7, 9.13, 9.23.6.4, 9.23.8.1, 9.24.2.2, 11.1.1, 11.3, 11.4.6, 12.2, 12.4.1, 12.4.2, 13.2.8, 13.4.1 12.3, 12.4.1, 12.4.2, 12.5, 13.2.8, 13.4 Notice, Written Liens 4.2.6, 9.3.1, 9.9.2, 9.12.9, 9.19.2.1, 9.23.7, 9.24.2.2, 2.1.5, 9.23.3.3, 10.2.2, 10.2.4, 13.2.8 9.24.3, 9.25.2.2.1, 9.25.2.6, 9.25.2.7, 10.2, 11.1.3, Limitations, Statutes of 11.3.6, 12.2, 13.2.8, 13.4.1 9.25.2.5, 12.6, 13.4.1.1 Notice of Claims Limitations of Liability 9.7.4, 9.24.2.8, 13.1.2, 13.4 4.2.6, 9.2.2, 9.5, 9.17, 9.18.1, 9.20.2.2, 9.23.4.2, Notice of Testing and Inspections 9.23.6.4, 9.23.6.7, 9.24.2.5, 9.24.3.3, 9.25.2.5, 12.4.1, 12.4.2 9.25.2.6, 9.26.4.2, 9.26.4.4, 9.26.5.2, 11.1.2, 11.2, Observations, Contractor's 11.3.7, 12.3.2 9.2, 9.7.4 Limitations of Time Occupancy 2.1.5, 2.2, 9.2.2, 9.10, 9.11, 9.12.5, 9.15.1, 9.19.2, 2.2.4, 9.23.6.6, 10.1, 113.1.5 9.19.3, 9.19.4.1, 9.20.2.4, 9.21.3, 9.21.4, 9.22.2, Orders, Written 9.23.2, 9.23.3.1, 9.23.3.3, 9.23.4.1, 9.23.5, 9.23.6, 1.3.8, 7, 9.9.2, 9.22.2.2, 9.25.1, 9.25.2.2.1, 9.25.2.6, 9.23.7, 9.23.8, 9.25.2, 9.25.2.7, 9.26.5.2, 10.1, 10.2, 11.3.9, 12.4.2 11.1.3, 11.3.1.5, 11.3.6, 11.3.10, 12.4, 12.6 OWNER Loss of Use Insurance 2 11.3.3 Owner, Definition of Material Suppliers 2.1.1 1.5, 9.12.1, 9.19.2.1, 9.23.3, 9.23.4.2, 9.23.6, 9.26.4.2, Owner, Information and Services Required of the 10.2.5 2.1.5, 2.2, 4.2.6, 9.2.2, 9.20.1.3, 9.20.1.4, 9.20.2.5, Materials, Hazardous 9.23.3.2, 9.23.6.1, 9.23.6.4, 9.23.8.2, 9.24.3.3, 10.2.3, 9.24.2.4, 9.243 11.2, 11.3, 12.4.1, 12.4.2, 13.1.3 Materials, Labor, Equipment and Owner's Authority 1.3.1, 1.3.4, 1.5, 9.4.1, 9.5, 9.8.3, 9.12, 9.13, 9.15.1, 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, 9.20.2.1, 9.21.3.7, 9.23.3.2, 9.23.3.3, 9.19.2.1, 9.19.2.4, 9.19.4, 9.20.1, 920.3, 9.21.2.1, 9.23.5.1.3, 9.24.2.1.2, 9.24.2.4, 9.26.4.2, 926.5.2, 9.21.3.1, 9.22.2.2, 9.22.3.1, 9.23.3.1, 9.23.3.2, 10.1.4, 10.2.2 9.23.5.1, 9.23.6.4, 9.23.8.1, 9.24.3.2, 9.25.2.2, Means, Methods, Techniques, Sequences and 9.25.2.6, 9.252.7, 9.25.3, 10.1.1, 10.2.2, 11.1.3, Procedures of Construction 11.3.3, 11.3.10, 12.1.2, 13.2.7 4.2.6, 9.3.1, 9.23.4.2, 9.26.2, 9.26.5.2, Owner's Budget for the Work Mechanic's Lien 1.3.11 2.1.5, 13.2.8 Owner's Financial Capability Mediation 2.2.2, 12.1.2 9.22.3.1, 9.24.3.5, 9.24.3.6, 13.2.1, 13.2.5, 13.2.6, Owner's Liability Insurance 13.3, 13.4.1 11.2 AIA Document A296TM — 2008. Copyright 02008 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 R, may result In 7 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 14:42:28 on 05/04/2011 under Order No 2898613965_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) Owner's Loss of Use Insurance Project, Definition of the 11.3.3 1.3.2 Owner's Relationship with Subcontractors Project Completion 1.3.9, 9.19.2, 9.19.3, 9.19.4, 9.23.6.4, 10.2.2 10.1 Owner's Right to Carry Out the Work Property Insurance 9.25.2.7 9.24.2.5, 11.3 Owner's Right to Clean Up PROTECTION OF PERSONS AND PROPERTY 9.20.3 9.24 Owner's Right to Perform Construction and to Purpose Award Separate Contracts 1.1 9.20.1 Regulations and Laws Owner's Right to Stop the Work 1.5, 3.1.1, 4.2.6, 9.1.2, 9.2.3, 9.6, 9.7, 9.23.6.4, 9.25.2.6 9.23.8.1, 9.24.2.2, 11.1, 11.4, 12.3, 12.4.1, 12.4.2, Partial Occupancy or Use 12.5, 13.2.8, 13.4 9.23.6.6, 9.23.8, 11.3.1.5 Rejection of Work Patching, Cutting and 9.5, 9.25.2.1, 9.26.4.2 9.14, 9.20.2.5 Releases and Waivers of Liens Patents 10.2.2 9.17 Representations Payment, Applications for 9.2.1, 9.5, 9.12.6, 9.20.2.2, 9.22.2.1, 9.23.3.3, 9.21.3.7, 9.23.2, 9.233, 9.23.4, 9.23.5, 9.23.6.3, 9.23.4.2, 9.23.5.1, 10.1.4, 10.2.1 9.23.7, 10.1.9, 10.2.1 Representatives Payment, Certificates for 2.1.1, 3.1.1, 4.1.1, 9.9, 9.19.1.1, 9.19.1.2, 9.26.1, 9.23.3.3, 9.23.4, 9.23.5, 9.23.6.1, 9.23.6.6, 9.23.7, 9.26.2, 9.26.4.1, 12.1.1 10.1.1, 10.2.1, 10.2.3, 12.6 Responsibility for Those Performing the Work Payment, Failure of 9.3.4, 9.18, 9.19.3, 9.20.1.3, 9.20.2, 9.20.3, 9.23.5.1, 9.23.5.1.3, 9.23.7, 10.2.2, 12.5 9.24, 9.26.4.1 Payment, Final Retainage 9.25.3, 9.26.1, 10.1.1, 10.1.4, 10.2, 11.1.2, 11.1.3, 9.23.3.1, 9.23.6.2, 9.23.8.1, 10.1.9, 10.2.2, 10.2.3 11.4.1, 11.4.5, 12.6 Review of GMP Documents and Field Conditions Payment Bond, Performance Bond and by Contractor 9.21.3.7.4, 9.23.6.7, 10.2.3, 11.4, 11.4.9 9.2, 9.12.7, 9.20.1.3 PAYMENTS Review of Contractor's Submittals by Owner and 9.23 Architect Payments, Progress 9.10.1, 9.10.2, 9.11, 9.12, 9.19.2, 9.20.1.3, 9.23.2, 9.23.3, 9 .23.6, 10.1.9, 10.2.3, 12.5, 13.1.3 9.26, 10.1.4 Payments to Subcontractors Review of Shop Drawings, Product Data and Samples 9.19.4.2, 9.23.5.1.3, 9.23.6.2, 9.23.6.3, 9.23.6.4, by Contractor 9.23.6.7, 11.4.8 9.12 PCB Rights and Remedies 9.24.3.1 1.9.9, 8.3, 9.5, 9.7.4, 9.15.2, 9.19.3, 9.19.4, 9.20.1, Performance Bond and Payment Bond 9.20.3, 9.21.3.1, 9.23.5.1, 9.23.7, 9.24.2.5, 9.24.3, 9.21.3.7.4, 9.23.6.7, 10.13, 11.4.9, 11.4 9.25.2.2, 9.25.2.4, 9.25.2.6, 9.25.2.7, 9.26.4.2, 12.3, Permits, Fees, Notices and Compliance with Laws 13.4 2.2.2, 3.13, 9.7, 9.21.3.7.4, 9.24.2.2 Royalties, Patents and Copyrights PERSONS AND PROPERTY, PROTECTION OF 9.17 9.14 Rules and Notices for Arbitration Polychlorinated Biphenyl 13.4.1 9.24.3.1 Safety of Persons and Property Product Data, Definition of 9.24.2, 9.24.4 9.12.2 Safety Precautions and Programs Product Data and Samples, Shop Drawings 9.3.1, 9.19.3, 9.24.1, 9.24.2, 9.24.4, 9.26.2, 9.26.5.2 9.11, 9.12, 9.26.5.2 Samples, Definition of Progress and Completion 9.12.3 9.22.2, 9.23.8.1, 9.26.4.1, 10.1, 13.1.3 Samples, Shop Drawings, Product Data and Progress Payments 9.11, 9.12, 9.26.5.2 9.23.3, 9.23.6, 10.1.9, 10.2.3, 12.5, 13.1.3 AIA Document A296'' — 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 Mg Document, or any potion of a, may result In 8 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 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) Samples at the Site, Documents and Substitution of Subcontractors 9.11 9.19.2.3, 9.19.2.4 Schedule of Values Substitution of Architect 9.23.2, 9.23.3.1 3.1.3 Schedules, Construction Substitutions of Materials 9.10, 9.12.1, 9.12.2, 9.20.1.3, 13.1.5.2 9.4.2, 9.5, 9.21.3.8 Separate Contracts and Contractors Sub - subcontractor, Definition of 1.3.2, 6, 9.12.5, 9.14.2, 9.22.3.1, 9.25.1.2, 9.26.5.2, 9.19.1.2 11.4.7 Subsurface Conditions Shop Drawings, Definition of 9.7.4 9.12.1 Successors and Assigns Shop Drawings, Product Data and Samples 12.1 9.11, 9.12, 9.26.5.2 Superintendent Site, Use of 9.9, 9.24.2.6 9.13, 9.20.1.1, 9.20.2.1 Supervision and Construction Procedures Site Inspections 1.4.2, 4.2.6, 9.3, 9.4, 9.20.1.3, 9.20.2.4, 9.21.1.3, 9.2.2, 9.3.5, 9.7.1, 9.7.4, 9.23.4.2, 9.26, 10.2.1, 12.4 9.21.3.7, 9.22.2, 9.22.3.1, 9.23.4.2, 9.24, 9.25, 9.26.2, Site Visits, Architect's 9.26.5.2, 13.1.3 9.7.4, 9.23.4.2, 9.23.5.1, 9.23.8.2, 9.26.4.1, 10.1.1, Surety 10.2.1, 12.4 9.19.4.1.2, 10.1.9, 10.2.2, 10.2.3, 13.2.7 Software and Data Exchange Protocols Surety, Consent of 1.5.2 10.2.2, 10.2.3 Special Inspections and Testing Surveys 9.25.2.1, 9.26.4.2, 12.4 2.2.5 Specifications, Definition of the Suspension of the Work 1.3.4 9.19.4.2 Specifications, The Suspension or Termination of the Contract 1.3.4, 1.3.8, 1.4.2, 1.5, 4.2.6, 9.11, 9.17, 9.26.5.4 9.19.4.1.1, 11.4.9 Statute of Limitations Taxes 12.6, 13.4.1.1 9.6, 9.21.3.7.4, 10.1.4.1 Stopping the Work Termination, Owner - Contractor 9.23.7, 9.24.3, 9.25.2.6 9.19.4.1.1, 13.1.6 Stored Materials Termination of the Architect 9.20.2.1, 9.23.3.2, 9.24.2.1.2, 9.24.2.4, 11.4.1.4 3.1.3 Subcontractor, Definition of Tests and Inspections 9.19.1.1 9.1.2, 9.3.5, 9.23.4.2, 9.23.8.2, 9.24.3.2, 9.25.2.1, SUBCONTRACTORS 9.26.4.1, 9.26.4.2, 10.1.1, 10.1.5, 10.2.1, 11.4.1.1, 9.19 12.4 Subcontractors, Work by TIME 1.4.2, 9.3.4, 9.12.1, 9.19.2.3, 9.19.3, 9.19.4, 9.22 9.23.3.1.2, 9.23.6.7, 9.26.4.1 Time, Delays and Extensions of Subcontractual Relations 7.2.1, 9.2.4, 9.7.4, 9.19.2.3, 9.21.3.1, 9.21.4, 9.22.3, 9.19.3, 9.19.4, 9.23.3.1.2, 9.23.6, 9.24.2.1, 10.2, 9.23.5.1, 9.23.7, 9.24.3.2, 9.24.4, 13.1.5, 13.2.5 11.4.7, 11.4.8 Time Limits Submittals 2.1.5, 2.2, 9.2.2, 9.10, 9.11, 9.12.5, 9.15.1, 9.19.2, 9.10, 9.11, 9.12, 9.19.2.1, 9.19.2.3, 9.21.3.7, 9.23.2, 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, 9.23.8.1, 9.26.5, 10.1, 10.2.2, 10.2.3, 11.1.3 9.23.3.1, 9.23.3.3, 9.23.4.1, 9.23.5, 9.23.6, 9.23.7, Submittal Schedule 9.23.8, 9.25.2, 9.26, 10.1, 10.2, 11.1.3, 11.4.1.5, 9.10.2, 9.12.5, 9.26.5.2 11.4.6, 11.4.10, 12.4, 12.6, 13.1.2, 13.4 Subrogation, Waivers of Time Limits on Claims 9.20.1.1,11.3.7,11.4.5 9.7.4, 9.24.2.8, 12.6, 13.1.2 Substantial Completion Title to Work 9.22.1.1, 9.22.1.2, 9.22.2.3, 9.23.4.2, 9.23.8.1, 9.25.2, 9.23.3.2, 9.23.3.3 10.1, 10.2.3, 12.6 Transmission of Data in Digital Form Substantial Completion, Definition of 1.5.2 10.1.2 UNCOVERING AND CORRECTION OF WORK 9.25 AI* Document A295^' — 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 result In 9 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 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) Uncovering of Work Waiver of Liens 9.25.1 10.2.2, 10.2.4 Unforeseen Conditions, Concealed or Unknown Waivers of Subrogation 9.7.4, 9.22.3.1, 9.24.3 9.20.1.1, 11.4.5, 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, 13.8, 1.5, 9.2.2, 9.11, 9.17, 9.19.3, 13.1.5.2 9.26.4.4 Work, Definition of Use of 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, 10.1.9, 10.2.2, 10.23, 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 AIA Document A295" — 2008. Copyright ® 2008 by The American Institute of Architects. All fights reserved. WARNING: This me 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 10 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 14:42:28 on 05/04/2011 under Order No.2898813965 1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) ARTICLE 1 GENERAL PROVISIONS § 1.1 PURPOSE The Owner, Architect and Contractor have agreed to plan, design, and construct the Project in a collaborative environment following the principles of Integrated Project Delivery and may utilize Building Information Modeling to maximize the use of their knowledge, skills, and services for the benefit of the Project. § 1.2 INITIAL INFORMATION (Paragraphs deleted) § 1.2.4 The Owner's anticipated construction schedule: (Paragraphs deleted) Notice to Proceed to commence construction: May 6, 2011 (Paragraphs deleted) Substantial Completion: December 1, 2011 § 1.2.5 The Owner's requirements for accelerated or fast -track scheduling, or phased construction: A production is scheduled at the Wheeler Opera House beginning on December 22, 2011. The Wheeler Opera House 2011 Remodel must be completed in order to allow the production staff access to the building at least one week prior to the December 22, 2011 production. Time is of the essence and Contractor's agreement to complete construction in sufficient time to allow this December 22, 2011 production at the Wheeler Opera House was a significant factor in the Owner's decision to award this Work to Contractor. (Paragraph deleted) Wheeler Staff is scheduled to relocate its offices and move out of the Wheeler Opera House in June 2011. Once Wheeler Staff moves out of the building, Contractor shall be permitted limited access to the building to begin the Work in certain areas. Full access to the building will commence after Labor Day with the Notice to Proceed on September 6, 2011. § 1.2.6 Other Project information: (Paragraphs deleted) TBD § 1.2.7 The Owner identifies the following representative in accordance with Section 2.1.1: Steve Bossart, Project Manager City of Aspen 130 South Galena Street Aspen, Colorado 81611 § 1.2.8 The persons or entities, in addition to the Owner's representative, who are required to review submittals to the Owner are as follows: Jeff Pendarvis Capital Asset Dept. Facilities Management City of Aspen 130 South Galena Street Aspen, Colorado 81611 § 1.2.9 The Owner will retain the following consultants and Contractors: (Paragraphs deleted) TBD. § 1.2.10 The Architect identifies the following representative in accordance with Section 3.1.1: Mills + Schnoering Architects, LLC AIA Document A296TM— 2008. Copyright 02008 by The American Institute of Architects. All dghts reserved. WARNING: This AIA Document is protected by Init U.S. Copyright Law and International Treaties. Unauthorized reproduction or distdbutlon of this AIA Document, or any portion of It, may result In 11 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 14:42:28 on 05/04/2011 under Order No.2898613965 1 which expires on 04/11/2012. and is not for resale. User Notes: (1098015332) 200 Forrestal Road Princeton, NJ 08540 § 1.2.11 The Architect will retain the following consultants: Rowland + Broughton 117 S. Monarch Street (Paragraphs deleted) Aspen, Colorado 81611 § 1.2.12 The Contractor identifies the following representative in accordance with Section 4.1.1: Michael Tanguay, President Aspen Constructors, Inc. 309 A.A.B.C, Unit G Aspen, Colorado 81611 (Paragraphs deleted) § 1.2.14 Other Initial Information: § 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 Separate Contractors as that term is defined in Section 9.20, and the professional services related thereto. § 1.3.3 THE DRAWINGS The Drawings are the graphic and pictorial portions of the criteria design, detailed design, implementation, or Guaranteed Maximum Price Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams, and may include portions of Models as specifically identified by the parties. § 1.3.4 THE 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, standards 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 characteristics of the Project. The term "Model" may be 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. § 1.3.6 INSTRUMENTS 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 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 similar 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. AIA Document A296TM — 2008. Copyrights 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Init. U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In 12 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 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 1.3.8 THE GUARANTEED MAXIMUM PRICE DOCUMENTS The Guaranteed Maximum Price Documents (GMP Documents) consist of the agreement between the Owner and Contractor (Owner - Contractor Agreement), General, Supplementary and other Conditions of the Contract (Conditions of the 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 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 the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub - subcontractor, (3) between the Owner and the Architect or the Architect's consultants or (4) 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. § 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, 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. § 1.3.12 INITIAL 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 Agreement under Section 7.2.2 of the Owner- Contractor Agreement, A 195 -2008, Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery. § 1.3.13 INTEGRATED PROJECT DELIVERY Integrated Project Delivery is a project delivery approach that integrates people, systems, business structures and practices into a process that collaboratively harnesses the talents and insights of all participants to reduce waste and optimize efficiency through all phases of design, fabrication and construction. § 1.4 CORRELATION AND INTENT OF THE GMP DOCUMENTS § 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 the Contractor. The GMP Documents are 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 to produce the indicated results. Where a conflict - occurs between or within standards, specifications, and drawings, the more stringent or higher quality requirements shall apply. The precedence and coordination of the GMP Documents are as follows: .1 Addendum and modifications to the Drawings and Specifications take precedence over the 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 are intended to coordinate with each other. Anything shown on the Drawings but not mentioned in the Specification or vice- versa, shall be furnished as though specifically shown and mentioned in both without any extra charge. Init. AM Document A296"' — 2008. Copyright ®2008 by The American Institute of Architects. Ali rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of IL may result In 13 severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlAsoaware at 14:42:28 on 05/04/2011 under Order No.2898813965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) .4 The Drawings, for purposes of clearness and legibility, are essentially diagrammatic, and although the sizes and locations of equipment are shown to scale wherever possible, the Contractors, both principal and subcontractors, are 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 contractors. 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 of the 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 are used in the GMP Documents in accordance with such recognized meanings. § 1.4.4 CAPITALIZATION Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects. § 1.4.5 INTERPRETATION 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 appears in another is not intended to affect the interpretation of either statement. § 1.5 USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE The Architect, Architect's consultants, Contractor, Subcontractors, 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, 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, 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, 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 E201Tm -2007, or a similar document, that shall be incorporated by reference into all agreements for services or construction for the Project. § 1.6 COORDINATION The Owner, Architect and Contractor shall coordinate the services provided by one another's consultants, subconsultants, contractors and Subcontractors. Upon request, the Owner, Architect and Contractor shall fivnish copies of the scopes of services in the services contracts they hold. The Owner shall require that its consultants and AIA Document A296TM — 2008. Copyright 02008 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 result In 14 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 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) contractors maintain professional liability insurance and other liability insurance, as appropriate to the services provided. § 1.6.1 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 72 (Alarm Systems); 2003 International 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 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 respect to 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 Amounts 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 $10,000 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. § 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 Architect's and Contractor's performance with reasonable promptness after receiving the written request for such information or services., § 2.1.3 The Architect and Contractor shall be entitled to rely on the accuracy and completeness of information furnished 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 errors, omissions or inconsistencies in the Instruments of Service. (Paragraph deleted) § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Not used.. § 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 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 regarding the Owner's ability to make payment when due. The Owner shall famish 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 Contractor and Architect. § 2.2.3 Not used. Init AIA Document A296T" -2008. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this MA Document, or any portion of lt, may result In 15 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 14:42:28 on 05/04/2011 under Order No.2898613965 1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 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 of the Project, and a legal description of the site. § 2.2.6 The Owner shall furnish 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 corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 2.2.7 The Owner shall furnish tests, inspections and reports required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 2.2.8 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 2.2.9 The Owner shall furnish 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 furnish the services of a Material Testing Firm, who will provide inspections and material testing reports during the construction phase. 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 architecture or an entity lawfully practicing architecture 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 unreasonably 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 Not used. § 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 to the Owner. § 3.2.3 The Architect and Owner acknowledge 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 and Architect shall review the Contractor's Estimates solely for the 's and Architect's guidance in completion of its services, however, the 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 governmental authorities required to approve the GMP Documents and the entities providing utility services to the Project. In designing the Project, the Architect shall AIA Document A296"' — 2008. Copyright 02008 by The American Institute of Architects. All dghts reserved. WARNING: This AIA Document Is protected by Init. U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AbA Document, or any portion of It, may result In 16 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 f 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) 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 governmental 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 the jurisdiction 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 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 Not used. (Paragraphs deleted) 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 Architect in 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 cooperate with the Architect, the , and Commissioning Agent, and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish 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, carefully 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 Owner. § 9.2.3 The Contractor is not required to ascertain that the GMP Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. The Contractor shall AIA Document A296' — 2008.Copyright®2008 by The American Institute of Architects. All rights reamed. 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 17 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 14:42:28 on 05/04/2011 under Order No.2898613985_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) promptly report in writing to the Architect and Owner any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Contractor 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 obligations of either Sections 9.2.2 or 9.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. § 9.2.5 In the event that the Contractor, or any of its Subcontractors, performs any surface or subsurface investigations, Contractor shall promptly forward copies of the results or reports of such investigations to the Owner, - and Architect. § 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 control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under 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 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 or Owner may reasonably require. The log shall be available during all hours of operation on site to the 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 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 inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 9.3.6 The Contractor shall carefully check its own work and that of Subcontractors as the work is being performed. The Contractor shall ensure that incorrect or faulty work is corrected immediately. § 9.3.7 The Contractor shall have weekly meetings for the coordination of all mechanical and electrical activities. The Architect's consultants may be invited to attend by the Contractor, 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 and the applicable Subcontractor(s) involved, if any, and the Architect shall identify incorrect and faulty Work. The Contractor shall ensure that incorrect or faulty Work is corrected immediately. § 9.4 LABOR AND MATERIALS § 9.4.1 Unless otherwise provided in the GMP Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 9.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 9.21.4, the Contractor may not make substitutions without the written consent of the Owner, after evaluation - AIA Document A296' — 2008. Copyright © 2008 by The American Institute of Architects. Ail rights reserved. WARNING: This AIA Document is protected by Init. U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In 18 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 / 14:42:28 on 05/04/2011 under Order No.2898613965_1 which evires on 04/11/2012, and is not for resale. User Notes: (1098015332) by the Architect and the and in accordance with a Change Order or Construction 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 or products and shall certify that the substituted materials or products are equal to or better than the original materials or products. All substitutions shall meet or exceed Aspen /Pitkin Efficient Building 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 not properly 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 or otherwise objectionable. § 9.4.4 All work under this Contract shall be performed in a skillful and workmanlike manner in accordance with industry standards. § 9.5 WARRANTY (Paragraph deleted) § 9.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the GMP Documents require or 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 - for those inherent in the quality of the Work the GMP Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 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 warranties and guarantees, relating to materials and labor used - in the Work. These materials shall be assembled in Warranty Manuals and submitted to the Owner. 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. § 9.5.3 Temporary or trial usage by the Owner of any mechanical device, machinery, apparatus, 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, or the Owner's acceptance of same, or the commencement of any warranty periods. § 9.5.3.1 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. § 9.5.3.2 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 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. § 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 are customarily secured and legally required at the time the Guaranteed Maximum Price is established. AIA Document A295"' — 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 ti, may result In 19 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 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 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 first observance of the conditions. The Architect and Owner 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 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 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 may be 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 Contractor has reasonable objection. § 9.8.2 Unless otherwise provided in the GMP Documents, .1 allowances shall cover the cost to the Contractor of materials 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 § 9.9.1 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 satisfaction 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 furnish in writing to the Owner and the Architect the name and qualifications of a proposed superintendent. The Architect or the Owner may reply within fourteen (14) days to the Contractor in writing stating (I) whether the Owner or the Architect has reasonable objection AIA Document A296 — 2008. Copyright C 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by Ink. U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of a, may result In 20 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 14:42:28 on 05/04/2011 under Order No.2898613965 1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) to the proposed superintendent or (2) that the Owner or Architect require additional time to review. Failure of the 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 Architect's approval. The Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's Construction Schedule, and (2) allow the Architect reasonable time to review submittals. If 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 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 (separate amounts for labor and material), and dependency of the work activity on other work activities will be generated by the Contractor. The Schedule is to be used, among other functions, to provide a comprehensive planning tool for completion of both the Work and the Project. § 9.10.5 The Contractor shall cooperate with the 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. § 9.10.6 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 . § 9.10.7 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 for the Owner one copy of the GMP Documents, in good order and - marked currently to 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. § 9.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 9.12.1 Shop Drawings are drawings, diagrams, 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, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. AIA Document A296TM — 2008. Copyright 0 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document Is protected by Init. U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In 21 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 / 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012. and is not for resale. User Notes: (1098015332) § 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 the 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 may be so identified in the GMP Documents. Submittals that are not required by the GMP Documents may be returned by the Architect without action. § 9.12.5 The Contractor shall review for compliance with the GMP Documents, approve and submit to the Architect, with a copy to the , 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 information 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 similar 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 writing or on resubmitted Shop Drawings, Product Data, Samples or similar 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 fashion and notify the Owner and Architect 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 are 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 streets which have been dedicated to the City. Snow removal within the site for the purpose of performing 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 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. IDit AIA Document A296"' - 2008. CopynghtC 2008 by The American Institute of Architects. All lights reserved. WARNING: This Ale Document Is protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this NA Document, or any portion of it, may result In 22 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 14:42:28 on 05/04/2011 under Order No.2898813965_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) § 9.13.6 The Contractor shall erect and maintain a 6' -0" chain link fence around the perimeter of the construction site throughout the Construction Phase. The area inside the perimeter ofthe fence shall include areas adequate for 100% (one 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 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. § 9.13.8 Erosion Control: Not required. § 9.13.9 The Contractor is advised that the project site area is subject to high winds. The Contractor shall maintain all materials secured or tied down daily to prevent possible damage caused by flying materials and debris. § 9.13.10 The Contractor shall maintain access around the construction site. § 9.13.11 The Contractor shall furnish and maintain sufficient sanitary facilities for its own forces. The facilities of the existing 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 strictly 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 or 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 Contractor shall notify the Architect in writing immediately upon completion of this marking. The Architect 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 Contractor 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 prior to the commencement of any work 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 Contractor. If the utility service must be interrupted, the Contractor shall notify the head of the local utility services, the Owner, the Architect, 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 Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas 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 or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. AIA Document A286"' — 2008. Copyright 2008 by The American Insttute 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 23 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 14:42:25 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) § 9.15 CLEANING UP § 9.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste 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, process or product of a particular manufacturer or manufacturers is required by the GMP Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared 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. § 9.18 INDEMNIFICATION § 9.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, 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 not 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 In claims against any person or entity indemnified under this Section 9.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 9.18.1 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 A Sub - 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 singular in number and means a Sub - 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 Owner - and Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owner and Architect may reply within 14 days - AIA Document A295" - 2008. Copynght ® 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 lt, may resuR In 24 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 14:42:28 on 05/04/2011 under Order No. 21398613985_1 which expires on 04/11/2012. and is not for resale. User Notes: (1098015332) to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that additional time is required for review. Failure of the , 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 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 Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the 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 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 evidence that such orders have been placed. § 9.19.3 SUBCONTRACTUAL RELATIONS By appropriate written agreement, 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 Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the 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 to enter into similar agreements with Sub - subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the GMP Documents and other documents to which the Subcontractor will be bound. The Contractor shall famish to Owner and 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 Contractor 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 agreements 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 relating 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 Owner may 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 A296• — 2008. Copyright 0 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 result In 25 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 14:42:28 on 05/04/2011 under Order No.2898613965 1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 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 construction 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 operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor 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 separate 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 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 other separate contractors and the Owner in reviewing their construction schedules in the context of this Master Project Schedule. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement with the Owner. § 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, and separate 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 Owner 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. § 9.20.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate 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 will allocate the cost among those responsible. § 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. AIA Document A296• — 2008. Copyright®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by Inn. U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In 26 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 14:42:28 on 05/04/2011 under Order No.2898813985_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 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 Contractor, for Work performed by the Contractor's own forces, ten percent (1 Q%) 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 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. § 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 Architect; 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 $10,000 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 Contractor and signed by the Owner, Contractor and Architect stating their agreement upon all of the following: .1 The change in the Work; .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. AIA Document A296"' — 2008. Copyright 0 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 NA' Document, or any potion of It, may result In 2 severe chill and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by A1A software at i 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 9.21.3 CONSTRUCTION CHANGE DIRECTIVES § 9.21.3.1 A Construction Change Directive is a written order prepared 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 Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit 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 mutually acceptable fixed or percentage fee; or .4 As provided in Section 9.21.3.7. § 9.21.3.4 If unit prices are stated in the GMP Documents or subsequently agreed upon, and if quantities originally contemplated are 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 to the Owner or Contractor, 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 disagreement 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 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 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 Owner 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: .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 Architect. 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. § 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 Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for AIA Document A296' — 2008. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by Ink U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of thls AIA Document, or any potion of It, may result In 28 severe clvll and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) 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 agree 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 agreement shall be effective immediately and the 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 so notify 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. § 9.22.1.4 No construction is permitted on Sundays, during the Food and Wine Festival in June (Friday through Sunday), Memorial Day weekend, 4th 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). § 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 Contract 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 Contractor 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 . Notice to Commence the Work on Phase 1 will be limited to the Work in that Phase and not for the entire Project. The Contractor shall carry 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. AIA Document A296T" — 2008. Copyright® 2008 by The American Institute of Architects. All rights reserved. WARNING: This Alik Document Is protected by Init. U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this NA Document, or any portion of It, may result In 29 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 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 9.22.2.8 In the event 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 , 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 prepare 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 may require the Contractor to take any of the actions set forth below and its subsections without additional cost to the Owner 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 factory, 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 grounds 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, or to finally complete the Work on or before sixty days after the date of Substantial Completion, 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. The parties acknowledge and agree that the daily amounts set forth in the Special Conditions 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. § 9.22.2.8.7 SCHEDULE OF LIQUIDATED DAMAGES: Owner shall deduct from Contractor One Thousand Dollars ($1,000 Dollars) 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 of the A295 — 2008 and Two Thousand Dollars ($2,000 Dollars) 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 in the AIA Document A295 - 2008. Conversely the Owner shall award the Contractor a bonus of One Thousand Dollars ($1,000 Dollars) for each day prior to the Date of Substantial Completion that the Work is substantially complete as that term is defined in Section 10.1.2 of the A295 -2008. § 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, 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 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 A295T" - 2008. Copyright 0 2008 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document Is protected by U.B. Copyright Law and Intematlonal Trestles. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In 30 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 14:42:28 on 05/04/2011 under Order No. 2898813985_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 9.23 PAYMENTS § 9.23.1 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 and Owner 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 prepared in such form and supported by such data to substantiate its accuracy as the Architect and Owner 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 § 9.23.3.1 At (east ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the Schedule of Values, for completed portions of the Work. Such application shall be notarized, and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage as 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. § 9.23.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend 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 similarly 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 warehouse, must be available for inspection by the Architect 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 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 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 are 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 A296" — 2008. Copyright ®2008 by The American Institute of Architects. All rights reserved. WARNING: This Ale 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 31 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 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) 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 on 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 are updated in electronic format, and that the Contractor's Construction Schedule is updated, through the date of the Application for Payment. The foregoing representations are 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 Contractor shall maintain a record of the Applications and Certificates for Payment. § 9.23.4.4 Retainage often percent (10 %) will be withheld until the Contractor is fifty percent (50%) completed with the Construction Phase of the Work. Thereafter, the accumulated retainage may be held without additional retainage upon application by the Contractor, or recommendation by the , and certification by the Architect.. § 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 to 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 as provided in Section 9.23.4.1. If the Contractor, - Owner 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 .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 or 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 As -Built Record Drawings in electronic format; .10 failure to maintain a current, updated Construction 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 are removed, certification will be made for amounts previously withheld. In the event the Architect nullifies a previously issued 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. Alternately, the Owner may withhold payment in any Init AIA Document A296" — 2008. Copyright C2008 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 Document, or any potion of it, may result In 32 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 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) subsequent 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 agreement with each Subcontractor, require each Subcontractor to make payments to Sub - subcontractors in a similar manner. § 9.23.6.2.1 The Contractor shall not 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 grounds for the Contractor to withhold sums due to any Subcontractor. § 9.23.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding 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 similar 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 progress 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 by The American Institute of Architects. NI tights reserved. WARNING: This AIA Document Is protected by [nit U.B. Copydght Law and International Treaties. Unauthorized reproduction or distribution of this NA Document, or any portion of R, may result In 33 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 14:42:28 on 05/04/2011 under Order No.2898813985_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 9.23.8 PARTIAL OCCUPANCY OR USE § 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 Section 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 prepare and submit a list to the Architect and 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, the Commissioning Agent, Contractor and Architect shall jointly inspect the area 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 § 9.24.1 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 § 9.24.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or Toss to .1 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 care, 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 utilities 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 carry on 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. § 924.2.5 The Contractor shall promptly remedy damage and Toss (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, a Subcontractor, a Sub - 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 Toss 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 may be liable, and not AIA Document A296 — 2008. Copyright 02008 by The American Institute of Architects. All rights reserved. WARNING: This NA Document Is protected by Init. U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this NA Document, or any portion of It, may result In 34 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 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are 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 construction or site to be loaded so as to cause damage or create an unsafe condition. § 9.24.2.8 INJURY 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 investigate 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 regarding 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 area and report the condition to the Owner, 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 furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The 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 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 area 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 Section 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. 1 (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 A296" - 2008. Copyright 02008 by The American Institute of Architects. All lights reserved. WARNING: This AIA Document Is protected by !nit U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result In 35 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 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 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 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 or 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 separate contractor in which event the Owner shall be responsible for payment of such costs. § 9.25.2 CORRECTION OF WORK § 9.25.2.1 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 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 obligations under Section 9.5, if, within two years after the date of Substantial Completion 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 duration 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 are not in accordance with the requirements of the GMP Documents and are neither corrected by the Contractor nor accepted by the Owner. § 9.25.2.4 The Contractor shall bear the cost of correcting 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 construed 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 Section 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 may be 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 A295nr — 2008. Copyright CO 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Init. U.S. Copyright Law and Intemadonal Treaties. Unauthorized reproduction or distribution of this Alt Document, or any potion of It, may result In 36 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 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 9.25.2.6 OWNER'S RIGHT TO STOP THE WORK Upon commencement of the Work, if the Contractor fails to correct 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. § 9.25.2.7 OWNER'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 a ten -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 's or Owner's or Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the . If payments then or thereafter due the Contractor are 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 Construction 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, charge 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 charge 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 Work. On the basis of the site visits, the Architect shall 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, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. AIA Document A296^ — 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 result In 37 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 / 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which ewires on 04/11/2012, and is not for resale. User Notes: (1098015332) § 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 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 SUBMITTALS § 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 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. § 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 or 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 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. § 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 clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time 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, for 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. § 10.1.2 Substantial Completion is the stage in the progress 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 intended use including the receipt of an Approval to Occupy form from the local building department. AIA Document A296"' — 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 result In 38 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 14:42:28 on 05/04/2011 under Order No. 2898613985_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) § 10.1.3 The 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 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 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 to determine Substantial Completion. § 10.1.6 When the Work or designated portion thereof is substantially complete, the Architect will prepare 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, if any, 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 any, 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 staff training 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 furnish one set ofthe original bidding documents to the Contractor for this work as "backgrounds" in- electronic media as described above. Record Specifications shall be similarly modified, using the latest version of MS Word Windows XP. The Contractor shall furnish the Owner "As -built Record Drawings" on compact disk at Final Completion. § 10.2 FINAL COMPLETION AND FINAL PAYMENT § 10.2.1 Final Completion shall occur no later than sixty (60) days after the date of Substantial Completion contained in the GMP Amendment, as adjusted by Change Orders. 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, AIA Document A296"' - 2008. Copyright C 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 result In 39 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 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) and upon receipt of a final Application for Payment, the will schedule the Architect and Commissioning Agent to promptly make such inspection and, when the Architect and Commissioning Agent 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 (I) 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), 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 may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such claim. If such claim remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such claim, 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 Architect so confirms, the Owner shall, upon application by the Contractor, 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 fumished, 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 the 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. § 10.2.6 Settlement Date, Notice to Subcontractors, Acceptance and Final Payment: If, on the basis of the Architect's observation of the Work during construction and final inspection, and the Architect's review of the final progress Payment and accompanying documentation - all as required by the Contract Documents, the Architect represents to the City that the Work has been completed and the City is satisfied that the Work has been completed and the Contractor's other obligations under the Contract Documents have been fulfilled, the City shall cause to be published on two (2) consecutive weeks in the weekly editions of the Aspen Times, a public notice setting a final settlement date; which said settlement date shall be at least ten (10) days after the second publication. Said notice shall advise all persons, co-partnerships, associations of persons, companies, or corporations that have furnished labor, provisions, materials, team - hire, sustenance, or other supplies used or consumed by Contractor or his subcontractor(s), that they may file a claim with the City, at any time up to and including the time of final settlement. Upon filing of any such claim, the City shall withhold from retainage withheld in accordance with the Contract Documents, to insure the payment of said claims until the same have been paid or such claims as filed have been withdrawn, such payment or withdrawal to be evidenced by filing with City a receipt in full or an order for withdrawal in writing and signed by the person filing such claim or his duly authorized agents or assigns. Such funds shall not be withheld longer than Ninety Days following the date fixed for final AIA Document A296"•— 2008. Copyright ® 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Init. U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result In 40 severe civil and criminal penalles, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:42:28 on 05/04/2011 under Order No.2898613965 1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) settlement as published unless an action is commenced within that time to enforce such unpaid claim and a notice of Lis Pendens is filed with the City. At the expiration of such ninety day period, the City shall pay to Contractor such moneys and funds as are not subject of suit and Lis Pendens notices and shall retain thereafter, subject to the final outcome thereof, - only such balance of funds to insure the payment of judgments which may result from such suit. 10.2.7 If, the remaining balance to be held by the City for Work not fully completed or corrected is less than the retainage set forth at paragraph 9.23.4.4, and if Bonds have been furnished as required in Section 11.4, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 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: .1 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are 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; .6 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 obligations under Section 9.18. § 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 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 concerning 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 , 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. AIA Document A295"' — 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 result In 41 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 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) § 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 THOUSAND 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) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, 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 MILLION DOLLARS ($1,000,000.00) aggregate 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 Contractor's Professional Liability and Pollution 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 therewith, 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 Policies: Owner reserves the right to request and receive a certified copy of any policy and any endorsement thereto. § 11.1.8 Governmental 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 $150,000.00 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 Risk 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 Modifications, Amendments, and cost of materials supplied or installed by others, comprising total value for the entire AIA Document A296" — 2008. Copyright 02008 by The American Institute of Architects. Ail righb reserved. WARNING: This Alt 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 42 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 14:42:28 on 05/04/2011 under Order No.2898813965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) 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 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 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 limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for 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. § 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, , 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. § 11.3.4 If 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, 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 Contractor. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, 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, similar 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 Init. AIA Document A296" — 2008. Copyright ® 2008 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document la protected by U.S. Copyright Law and International Treaties. Unauthodzed reproduction or distribution of this AIA Document, or any portion of it, may result In 43 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 ) 14:42:28 on 05/04/2011 under Order No.2898813965 1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) 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 directly 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 appear. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate written agreements, shall require Subcontractors to make payments to their Sub - subcontractors in similar manner. § 11.3.8 The Owner shall deposit in a separate 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 the Contractor after notification of a Change in the Work in accordance with Section 9.21. § 11.3.9 The Owner shall have power to 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 famish bonds covering faithful performance of the Contract and payment of obligations arising thereunder, each in the amount of the full Guaranteed Maximum Price. 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 under the Contract, the Contractor shall promptly furnish 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 may be 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 construction financing for the Project, if the lender 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 to the party giving notice. AIA Document A295" — 2008. Copyright ® 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Ink' 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 produced by AIA software at 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012. and is not for resale. User Notes: (1098015332) § 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 action 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 may be 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 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 bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are 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 are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Contractor. § 12.4.2 If 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 inspections 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. § 12.4.3 If such procedures for testing, 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 Contractor'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 rate 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 retainage 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. AIA Document A296 — 2008. Copyright 02008 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 result In 45 severe chill and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) 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 , delivered to the respective persons and at the addresses listed in the Special Terms and Conditions. Claims by either party must be initiated within 2ldays 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. Any written notice required this Section may be hand delivered to the respective persons at the addresses listed below, - sent via overnight delivery service with documented receipt, or mailed via certified mail return receipt requested, to: Owner: City Manager City of Aspen 130 South Galena Street Aspen, Colorado 81611 and Steve Bossart, Project Manager City of Aspen 130 South Galena Street Aspen, Colorado 81611 Contractor: Michael Tanguay, President Aspen Constructors, Inc. 309 A.A.B.C, Unit G Aspen, Colorado 81611 Architect: Michael R. Schnoering, AIA Mills + Schnoering Architects, LLC 200 Forrestal Road Princeton, NJ 08540 and: Sara Broughton Rowland + Broughton 117 S. Monarch Street Aspen, Colorado 81611 § 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 - date, time, place, and circumstance of the act, omission, or event complained of; a concise statement of the nature 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 AIA Document A295" — 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 result In 46 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 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) 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 to 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 similar 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 cost 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 are the basis for a Claim for additional time, 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. (Paragraphs deleted) § 13.1.5.3 Extensions of the Contract Time for delays due to weather conditions may be made only when such conditions are 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) calendar 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. § 13.2 INITIAL DECISION § 13.2.1 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 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 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 Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 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 AIA Document A296w — 2008. Copyright 0t 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by knit U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this NA Document, or any potion of It, may result In 47 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 14:42:28 on 05/04/2011 under Order No. 2898813985_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. 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 part. § 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 to 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 60 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 ofa 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 ofa 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 ofa statutory claim, 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 or'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 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 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 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 Contract, and filed with the person or entity administering the mediation. The request may be 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 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. (Paragraphs deleted) ARTICLE 14 OWNER'S ADDITIONAL SPECIFIC 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. 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 Contractor. ARTICLE 15 Illegal Aliens — CRS 8 17.5.101 24 § 15.1 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 statutes relating to the employment of and contracting with illegal aliens. These 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 laws also require that all contracts - for services include certain specific language as set forth in the statutes. The following terms and conditions have AIA Document A285n — 2008. Copyright ® 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by init. U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may reauf In 48 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 f 14:42:28 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale User Notes: (1098015332) been designed to comply with the requirements of this law. § 15.2 Definitions. The following terms are defined in the law and by this reference are incorporated herein and in any contract for services entered into with the Owner. .1 "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. .2 "Department program" means the employment verification program established pursuant to Section 8- 17.5- 102(5)(c). .3 "Public Contract for Services" means this Agreement. .4 "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 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. § 15.4 Contractor hereby confirms that: .1 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 are 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 department 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 that a subcontractor performing work under the Public 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 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 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 AIA Document A296"' — 2008. Copyright 0 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 result in 49 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 ( 14:42:28 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (1098015332) 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 and consequential damages to the Owner arising out of Contractor's violation of Subsection 8- 17.5 -102, C.R.S. (Paragraph deleted) AIA Document A296" 2008. Copyright m 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 dtsWbution of this AIA Document, or any portion of It, may result In 50 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 14:42:28 on 05/04/2011 under Order No.2898613965 1 which eyires on 04/11/2012, and is not for resale. User Notes: (1098015332) 4u ,AIA Document A195r" - 2008 Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery AGREEMENT made as of the 4th day of May in the year 2011 ADDITIONS AND DELETIONS: BETWEEN the Owner: The author of this document has added information needed for its City of Aspen completion. The author may also 130 South Galena Street have revised the text of the original Aspen, Colorado 81611 AIA standard form. An Additions and Deletions Report that notes added and the Contractor: information as well as revisions to the standard form text is available from Aspen Constructors, Inc. the author and should be reviewed. A 309 A.A.B.C., Unit G vertical line in the left margin of this Aspen, Colorado 81611 document indicates where the author has added necessary information for the following Project: and where the author has added to or deleted from the original AIA text. Wheeler Opera House 2011 Remodel This document has important legal consequences. Consultation with an The Architect: attorney is encouraged with respect to its completion or modification. Mills + Schnoerberg Architects, LLC This document is not intended for 200 Forrestal Road use in competitive bidding. Princeton, NJ 08540 AIA Document A295" -2008, and: General Conditions of the Agreement Rowland + Broughton for Integrated Project Delivery, is 117 S. Monarch Street adopted in this document by reference. Do not use with other Aspen, Colorado 81611 general conditions unless this document is modified. The Owner and Contractor agree as follows. AIA Document A198"r — 2008. Copyright C 2008 by The American Institute of Architects. All dghb reserved. WARNING: This AIA Document is protected by In U.S. Copydght 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 produced by AIA software at 11:16:32 on 05/04/2011 under Order No.2898813965 1 which expires on 04/11/2012, and is not for resale. User Notes: (2020301398) TABLE OF ARTICLES 1 THE WORK OF THIS CONTRACT 2 OWNER'S RESPONSIBILITIES 3 COPYRIGHTS AND LICENSES 4 COMPENSATION 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 SPECIAL TERMS AND CONDITIONS 10 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT ARTICLE 1 THE WORK OF THIS CONTRACT § 1.1 The Contractor shall fully execute the Work described in the GMP Documents, except as specifically indicated in the GMP Documents to be the responsibility of others. The GMP Documents are defined in Article 1 of AIA Document A295T" General Conditions Document of the Contract for Integrated Project Delivery, as modified, which is incorporated herein by reference. § 1.2 The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of AIA Document A295 -2008, as modified. (Paragraph deleted) § 1.3 SERVICES PRIOR TO THE ESTABLISHMENT OF THE GUARANTEED MAXIMUM PRICE § 1.3.1 Prior to the establishment of the Initial Guaranteed Maximum Price, the Contractor may provide pre - construction services pursuant to a separate agreement with the Owner. (Paragraphs deleted) ARTICLE 2 OWNER'S RESPONSIBILITIES The Owner's responsibilities are as set forth in the accompanying A295 -2008, as modified. ARTICLE 3 COPYRIGHTS AND LICENSES § 3.1 The Contractor and the Owner warrant that in transmitting Instruments of Service, or any other information, the Owner is the copyright owner of such information for its use on the Project. If the Owner and Contractor intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 3.2 The Owner shall be deemed the owner of the Contractor's and the Contractor's Subcontractors respective Instruments of Service, including but not limited to the Drawings and Specifications, estimates and schedules, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Owner. § 3.3 Upon execution of this Agreement, the Owner grants to the Contractor a nonexclusive license to use the Instruments of Service solely and exclusively for the Project. The Owner shall grant similar nonexclusive licenses to Init. AIA Document Al 96^' -2008. Copyright ®2008 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 dismbutlon of thls AIA Document, or any portion of it, may result In 2 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 ) 11:16:32 on 05/04/2011 under Order No.2898613965_1 which eiyires on 04/11/2012, and is not for resale. User Notes: (2020301398) the Contractor's Subcontractors consistent with this Agreement. The license granted under this section permits the Contractor, Architect and the Architect's consultants, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services for the Project. If the Owner rightfully terminates this Agreement for cause as provided in Section 7.1.4, the license granted in this Section 3.3 shall terminate. § 3.3.1 In the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service, the Owner releases the Contractor and Subcontractor(s) from all claims and causes of action arising from such uses. The Terms of this Section 3.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Article 7. § 3.4 Except for the licenses granted in this Article 3, no other license or right shall be deemed granted or implied under this Agreement. The Contractor shall not assign, delegate, sublicense, pledge or otherwise transfer any license- granted herein to another party without the prior written agreement of the Owner. Any use of the Instruments of Service without retaining the author of the Instruments of Service shall be without liability to the Contractor and Contractor's Subcontractors and consultants. ARTICLE 4 COMPENSATION § 4.1 Not used. (Paragraphs deleted) (Table deleted) (Paragraphs deleted) § 4.2 SERVICES PROVIDED AFTER ESTABLISHMENT OF THE GMP § 4.2.1 For the Contractor's performance of the Work after establishment of the Guaranteed Maximum Price, the Owner shall pay to the Contractor the Contract Sum in current funds. The Contract Sum consists of the Contractor's Fee plus the Cost of the Work as that term is defined in the A195-2008 Guaranteed Maximum Price Amendment to the Standard Form Agreement Between the Owner and Contractor for Integrated Project Delivery (GMP Amendment), the form of which is attached as Exhibit A. § 4.2.1.1 Contractor's Fee shall be determined as follows: (Paragraph deleted) The Contractor's Fee for the Work will be 8.5% of the Cost of the Work. The Contractor's Fee on Changes in the Work shall be 8.5% of the net Cost of the Changes. § 4.2.2 Following the Owner and Contractor's acceptance of an Initial Guaranteed Maximum Price pursuant to Section 7.10 ofA295 -2008, the Owner and Contractor shall execute the GMP Amendment amending this Agreement - and setting forth the agreed upon Initial Guaranteed Maximum Price with the information and assumptions upon which it is based. Upon the execution of the GMP Amendment, the Contractor guarantees that the Contract Sum shall not to exceed the Guaranteed Maximum Price, as it is amended from time to time. To the extent the Cost of the Work exceeds the Guaranteed Maximum Price, the Contractor shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner. The Initial Guaranteed Maximum Price shall be further refined as Allowance items are defined and converted to firm estimates. (Paragraphs deleted) ARTICLE 5 PAYMENTS § 5.1 Not Used. (Paragraphs deleted) § 5.2 PROGRESS PAYMENTS FOR CONSTRUCTION SERVICES AFTER GUARANTEED MAXIMUM PRICE ESTABLISHED § 5.2.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the GMP Documents. § 5.2.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. AIA Document A195"'— 2008. Copyright CO 2008 by The American Institute of Architects. All fights reserved. WARNING: This AIA Document Is protected by Init. U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any potion of It, may result in 3 severe civil and cdminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at i 11:18:32 on 05/04/2011 under Order No. 2898613985_1 which expires on 04/11/2012, and is not for resale. User Notes: (2020301398) § 5.2.3 Provided that an Application for Payment is received by the Architect not later than the Fifth day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the Fifth day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than Thirty ( 30 ) days after the Architect receives the Application for Payment. § 5.2.4 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment. § 5.2.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the GMP Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Contractor's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Owner or Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.2.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (I) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for which the Contractor has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 5.2.7 The amount of each progress payment shall be computed as follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 9.21.3.9 of AIA Document A295 -2008; .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add the Contractor's Fee, Tess retainage of Ten percent ( 10% ). The Contractor's Fee shall be computed upon the Cost of the Work at the rate stated in Section 4.2.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage in accordance with Section 9.23.44 of AIA Document A295 -2008; from that portion of the Work that the Contractor self - performs; and the portion of the Work in paragraphs .1 and .2 above; .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 5.2.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .7 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.23.5 of AIA Document A295 -2008. § 5.2.8 The Architect and the Contractor shall review and approve Applications of Payment submitted by Subcontractors. The percentage of retainage held on subcontracts shall be ten percent (10 %) until the Subcontractor is fifty percent (50 %) completed with the Work in the Subcontract. Thereafter no additional retainage will be held if the Subcontractor's Work is acceptable upon application by the Contractor, or recommendation by the Program Manager, and certification by the Architect.. AIA Document A195"' — 2008. Copyright 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by Init. U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it may result In 4 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 ( 11:16:32 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (2020301398) § 5.2.9 In taking action on the Contractor's Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information famished by the Contractor and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 5.2.4 or other supporting data; that the Architect has made exhaustive or continuous on -site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 5.3 FINAL PAYMENT § 5.3.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 9.25.2.2 of AIA Document A295 -2008, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect. § 5.3.2 The Owner's auditors will review and report in writing on the Contractor's final accounting within 30 days after delivery of the final accounting to the Architect by the Contractor. Based upon such Cost of the Work as the Owner's auditors report to be substantiated by the Contractor's final accounting, and provided the other conditions of Section 5.3.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner's auditors, either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.23.5.1 of the AIA Document A295 -2008. The time periods stated in this Section 5.3.2 supersede those stated in Section 9.23.4.1 of the AIA Document A295 -2008. The Architect is not responsible for verifying the accuracy of the Contractor's final accounting. § 5.3.3 If the Owner's auditors report the Cost of the Work as substantiated by the Contractor's final accounting to be Tess than claimed by the Contractor, the Contractor shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 13.2 of A295 -2008. A request for mediation shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30 -day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the Contractor the amount certified in the Architect's final Certificate for Payment. § 5.3.4 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment. § 5.3.5 If, subsequent to final payment and at the Owner's request, the Contractor incurs reimbursable costs to correct defective or nonconforming Work, the Owner shall reimburse the Contractor such costs and the Contractor's Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. ARTICLE 6 DISPUTE RESOLUTION § 6.1 Not Used. § 6.2 AFTER ESTABLISHMENT OF THE GUARANTEED MAXIMUM PRICE § 6.2.1 Any Claim arising out of or relating to the Project after establishment of the Guaranteed Maximum Price shall be subject to the terms and conditions set forth in Article 13 of the A295 -2008, as modified, in its entirety. § 6.2.2 INITIAL DECISION MAKER The Architect will serve as Initial Decision Maker pursuant to Section 13.2 of AIA Document A295 -2008, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. 1 (Paragraphs deleted) ARTICLE 7 TERMINATION OR SUSPENSION § 7.1 Not Used. AIA Document Al 98"r — 2008. Copyright 02008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document u 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 5 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 ) 11:16:32 on 05/04/2011 under Order No. 2898813965_1 which expires on 04/11/2012, and is not for resale. User Notes: (2020301398) (Paragraphs deleted) § 7.2 TERMINATION OR SUSPENSION AFTER ESTABLISHMENT OF THE GUARANTEED MAXIMUM PRICE § 7.2.1 TERMINATION BY THE CONTRACTOR § 7.2.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor, sub - Subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.23.4.1 of A295 -2008, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as required by Section 2.2.2 of A295 -2008. § 7.2.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, sub - Subcontractor or their agents or employees or any other persons or entities under direct or indirect contract with the Contractor, the Owner causes repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 7.2.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365 -day period, whichever is less. § 7.2.1.3 one of the reasons described in Section 7.2.1.1 or 7.2.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit on the Work executed. § 7.2.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations as set forth herein and A295 -2008 with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate this Agreement and recover from the Owner as provided in Section 7.2.1.3. § 7.2.2 TERMINATION BY THE OWNER FOR CAUSE § 7.2.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the GMP Documents. § 7.2.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 7.2.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 7.2.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. AIA Document A195" — 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 NA Document, or any portion of it, may result in 6 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 11:18:32 on 05/04/2011 under Order No. 2898613965_1 which evires on 04/11/2012, and is not for resale. User Notes: (2020301398) § 7.2.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. § 7.2.2.4.1 If the Owner terminates the Contract for cause, the amount, if any, to be paid to the Contractor under Section 7.2.2.4 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; .2 Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 4.2.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner. § 7.2.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 7.2.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 7.2.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 7.2.3.1. Adjustment of the Contract Sum shall include profit on the actual Cost of the Work, however the adjustment shall not include anticipated or lost profits. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 7.2.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 7.2.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. Any termination by the Owner for cause in accordance with Section 7.2.2 above which is later determined to be wrongful shall automatically be converted into a termination for the Owner's convenience pursuant to this Section. § 7.2.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 7.2.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work executed. § 7.2.5 In the event of any termination by the Owner, the Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 7, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. AIA Document A195TM - 2008. Copyright ® 2008 by The American Institute of Architects. All rights reserved. WARNING: This NAe Document Is protected by Init. U.S. Copyright Lew and Intemadonal Treaties. Unauthorized reproduction or distribution of this NA Document, or any portion of It, may result In 7 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 11:16:32 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (2020301398) ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 This Agreement shall be governed by the law of the place where the Project is located. § 8.2 Terms in this Agreement shall have the same meaning as those in A295 -2008. § 8.3 The Owner and Contractor, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Contractor shall assign this Agreement without the written consent of the other. § 8.4 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 Contractor. § 8.5 If the Contractor or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 9 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 9.1 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. Contractor shall be, and shall perform as, an Independent Contractor who agrees to use its best efforts to provide services on behalf of the Owner. No agent, employee, or servant of Contractor 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 means and methods of conducting the work are under the sole control of Contractor. 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 Contractor. Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and consultants during the performance of this contract. Contractor 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 required under unemployment insurance, social security and income tax law, with respect to Contractor and /or Contractor's employees engaged in the performance of the services agreed to herein. § 9.2 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. Contractor agrees to meet all of the requirements of Owner's municipal code, Section 13 -98, pertaining to non - discrimination in employment. § 9.3 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 performed by Contractor to which the same may apply and, until complete performance by Contractor of said term, covenant or condition, the Owner shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. § 9.4 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 approval of City Council. § 9.5 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. AIA Document A196 — 2008. Copyright 02008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by Inn. U.B. Copyright Law and International Treaties. Unauthorized reproduction or dlsMbution of this AIA Document, or any portion of It, may result In 8 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 11:16:32 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (2020301398) § 9.6 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 10 SCOPE OF THE AGREEMENT § 10.1 This Agreement represents the entire and integrated agreement between the Owner and the Contractor 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 Contractor. § 10.2 The following documents comprise the Agreement: .1 AIA Document A195-2008, Standard Form of Agreement Between Owner and Contractor for Integrated Project Delivery, as modified .2 AIA Document A295 -2008, General Conditions of the Contract for Integrated Project Delivery, as modified .3 AIA Document E201TM -2007, Digital Data Protocol Exhibit, if completed, or the following: .4 Other documents: AIA Document E202 -2008 Building information Modeling Protocol Exhibit AIA Document A195-2008, Exhibit A Guaranteed Price Amendment, as modified Aspen Fire Protection District Aspen — Pitkin Efficient Building Program Pitkin County Drainage and Erosion Control Plan Aspen Engineering Department Construction Management Plan This Agreement entered into as of the day and year first written above. tar OWNE' (Signature) I CONTRACTOR (trin more Sie.Ase_ lat-)I � Ce.:49 I"i4AS Michael Tanguay, President (Row deleted) c Approved as to form: psi ce IniL AIA Document A196" - 2008. Copyright ©2008 by The American institute of Architects. All rights reserved. WARNING: This Ale 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 9 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 11:18:32 on 05/04/2011 under Order No.2898613985_1 which expires on 04/11/2012, and is not for resale. User Notes: (2020301398) w Document AI95TM - 2008 Exhibit A Guaranteed Maximum Price Amendment This Exhibit is incorporated into the accompanying Agreement dated the 4th day of May in the year 2011. for the following PROJECT: ADDITIONS AND DELETIONS: Wheeler Opera House 2011 Remodel The author of this document has Aspen, Colorado added information needed for its completion. The author may also ARTICLE Al have revised the text of the original § A.1.1 INITIAL GUARANTEED MAXIMUM PRICE AIA standard form. An Additions and Deletions Report that notes added Pursuant to Section 4.2.2 of the Agreement, the Owner and Contractor hereby amend the information as well as revisions to the Agreement to establish an Initial Guaranteed Maximum Price. As agreed by the Owner standard form text is available from and Contractor, the Initial Guaranteed Maximum Price is an amount that the Contract Sum the author and should be reviewed. A shall not exceed. The Contract Sum consists of the Contractor's Fee plus the Cost of the vertical line in the left margin of this Work, as that term is defined in Article A.3 of this Amendment. The Initial Guaranteed document indicates where the author Maximum Price is expected to be refined and reduced as Allowances are defined and has added necessary information converted to firm estimates. and where the author has added to or deleted from the original AIA text. § A.1.1.1 The Contract Sum is guaranteed by the Contractor not to exceed One Million, Nine Hundred Ninety -Five Thousand, Seven Hundred Thirty-Four ($ 1,995,734.00 ), This document has important legal consequences. Consultation with an subject to additions and deductions by Change Order as provided in the GMP Documents. attorney is encouraged with respect (Paragraphs deleted) to its completion or modification. § A.1.1.2 ITEMIZED STATEMENT OF THE INITIAL GUARANTEED MAXIMUM PRICE This document is not intended for Attached as Exhibit 1 is an itemized statement of the Initial Guaranteed Maximum Price use in competitive bidding. organized by trade categories, allowances, contingencies, alternates, the Contractor's Fee, AIA Document A295N - 2008, and other items that comprise the Guaranteed Maximum Price. General Conditions of the Agreement The Work shall be performed in two Phases: for Integrated Project Delivery, is Phase 1 - Demolition adopted in this document by Phase 2 - Construction reference. Do not use with other general conditions unless this § A.1.1.3 The Initial Guaranteed Maximum Price is based on the following alternates, if document is modified. any, which are described in the GMP Documents and are hereby accepted by the Owner: See Exhibit 1, attached, Wheeler Opera House TI Project, Budget Estimate 4/18/11. § A.1.1.4 Allowances included in the Guaranteed Maximum Price, if any: (Paragraph deleted) (Table deleted) See Exhibit 1, attached, Wheeler Opera House TI Project, Budget Estimate 4/18/11. § A.1.1.5 Assumptions, if any, on which the Guaranteed Maximum Price is based: See Exhibit 1, attached, Wheeler Opera House TI Project, Budget Estimate 4/18/11. § A.1.1.6 To the extent that the GMP Documents require further development by the Architect and Contractor, the Contractor has provided in the Guaranteed Maximum Price 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. AIA Document A195"' — 2008 Exhibit A. Copyright C 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is Intt protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may 1 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 14:47:48 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (892429897) § A.1.1.7 The Guaranteed Maximum Price is based upon the following Supplementary and other Conditions of the Contract: N/A (Table deleted) § A.1.1.8 The Guaranteed Maximum Price is based upon the following Specifications: (Paragraphs deleted) N/A (Table deleted) § A.1.1.9 The Initial Guaranteed Maximum Price is based upon the following Drawings: (Paragraphs deleted) Number Title Date Wheeler Opera House - Tenant Schematic Design Drawings February 23, 2011 Improvement Basement Level ARTICLE A.2 § A.2.1 The anticipated dates of Substantial and Final Completion established by this Amendment: The Date of Substantial Completion for the Basement Area shall be December 1, 2011. The Date of Substantial for the leased spaces will determined at a later time and added by Change Order. The Date of Final Completion shall be no later than 60 days after the Date of Substantial Completion. § A.2.2 The issuance dates for the Implementation Documents upon which the anticipated Substantial Completion date relies are as follows: Document Issuance Date Wheeler Opera House - Tenant Improvement Construction Drawings, May 3, 2011 Basement Level ARTICLE A.3 § A.3.1 COST OF THE WORK § A.3.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Section A.3.1. § A.3.1.2 Where any cost is subject to the Owner's prior approval, the Contractor shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing this Agreement. § A.3.1.3 LABOR COSTS § A.3.1.3.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner's prior approval, at off -site workshops. § A.3.1.3.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site with the Owner's prior approval. 1 (Table deleted)(Paragraph deleted) § A.3.1.3.3 Wages and salaries of the Contractor's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § A.3.1.3.4 Labor costs shall be charged at the rates included in Exhibit 1, Wheeler Opera House TI Project, Budget Estimate 4/18/11, provided such costs are based on wages and salaries included in the Cost of the Work under Sections A.3.1.3.1 through A.3.1.3.3. 1 § A.3.1.3.5 Not used. § A.3.1.4SUBCONTRACT COSTS Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts. AIA Document A195"• — 2008 Exhibit A. Copyright t 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is InIL protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any cordon of it, may 2 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 14:47:48 on 05/04/2011 under Order No.2898613965 1 which expires on 04/11/2012, and is not for resale. User Notes: (892429897) § A.3.1.5 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION § A.3.1.5.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction. § A.3.1.5.2 Costs of materials described in the preceding Section A.3.1.5.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § A.3.1.6COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS § A.3.1.6.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Contractor shall mean fair market value. § A.3.1.6.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Contractor -owned item may not exceed the purchase price of any comparable item. Rates of Contractor -owned equipment and quantities of equipment shall be subject to the Owner's prior approval. § A.3.1.6.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § A.3.1.6.4 Costs of document reproductions, facsimile transmissions and Tong- distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office. § A.3.1.6.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § A.3.1.7 MISCELLANEOUS COSTS § A.3.1.7.1 Premiums for that portion of insurance and bonds required by the GMP Documents that can be directly attributed to this Contract. Self - insurance for either full or partial amounts of the coverages required by the GMP Documents, with the Owner's prior approval. § A.3.1.7.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Contractor is liable which are not covered by the Tax Exemption. § A.3.1.7.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Contractor is required by the GMP Documents to pay. § A.3.1.7.4 Fees of laboratories for tests required by the GMP Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 12.4.3 of AIA Document A295TM -2008 or by other provisions of the GMP Documents, and which do not fall within the scope of Section A.3.1.8.3. § A.3.1.7.5 Royalties and license fees paid for the use of a particular design, process or product required by the GMP Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the GMP Documents; and payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of settlements made with the Owner's consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Contractor's Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 9.17 of A295TM -2008 or other provisions of the GMP Documents, then they shall not be included in the Cost of the Work. § A.3.1.7.6 Costs for electronic equipment and software, directly related to the Work with the Owner's prior approval. Init. AIA Document A195' -2008 Exhibit A. Copyright® 2008 by The American Institute of Architects. All rights 'nerved. WARNING: This Ale 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 3 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 14:47:48 on 05/04/2011 under Order No. 2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (892429897) § A.3.1.7.7 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility in the GMP Documents. § A.3.1.7.8 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. 1 § A.3.1.7.9 Not used. § A.3.1.7.10 Subject to the Owner's prior written approval, that portion of the reasonable expenses of the Contractor's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § A.3.1.8 OTHER COSTS AND EMERGENCIES § A.3.1.8.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner. § A.3.1.8.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 9.24.4 of A295 -2008. § A.3.1.8.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Contractor and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance, sureties, Subcontractors, suppliers, or others. § A.3.1.9 RELATED PARTY TRANSACTIONS § A.3.1.9.1 For purposes of this Section A.3.1.9, the term "related party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Contractor; any entity in which any stockholder in, or management employee of, the Contractor owns any interest in excess of ten percent in the aggregate; or any person or entity which has the right to control the business or affairs of the Contractor. The term "related party" includes any member of the immediate family of any person identified above. § A.3.1.9.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party, the Contractor shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Contractor shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Section A.3.4. If the Owner fails to authorize the transaction, the Contractor shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Section A.3.4. § A.3.2 COSTS NOT INCLUDED IN THE COST OF THE WORK § A.3.2.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office, except as specifically provided in Section A.3.1.3. or as may otherwise be provided; .2 Expenses of the Contractor's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Section A.3.1; .4 The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work; .5 Except as provided in Section A.3.1.8.3 of this Agreement, costs due to the negligence or failure of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; .6 Any cost not specifically and expressly described in Section A.3.1; and .7 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Contractor or paid to any Subcontractor or vendor; and .8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. AIA Document A195"' —2008 Exhibit A. Copyright 02008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is Init. protected by U.B. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may 4 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 14:47:48 on 05/04/2011 under Order No. 2898813965_1 which expires on 04/11/2012, and is not for resale. User Notes: (892429897) § A.3.3 DISCOUNTS, REBATES AND REFUNDS § A.3.3.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained. § A.3.3.2 Amounts that accrue to the Owner in accordance with the provisions of Section A.3.3.1 shall be credited to the Owner as a deduction from the Cost of the Work. § A.3.4 SUBCONTRACTS AND OTHER AGREEMENTS § A.3.4.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner may designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the other Project Participants. The Project Participants shall then determine which bids will be accepted. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. § A.3.4.2 When a specific bidder (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the GMP Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § A.3.4.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a cost -plus a fee basis, the Contractor shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Contractor in Section A.3.5, below. § A.3.5 ACCOUNTING RECORDS The Contractor shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Contractor shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. This Agreement entered into as of the day and year first written above. CITY OF ASP N h9 COPF1� STIICF1 NS, INC. /S- µ.-.d _ OWNE (Signature) � CONTRACTOR (Signature) LX — JZCA. de - wheel Tanguay, President (Row deleted) Approved as to form: City Att�tce AIA Document A196TM —2008 Exhibit A. Copyright ® 2008 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document Is Init. protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this NA Document, or any portion of It, may 5 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 14:47:48 on 05/04/2011 under Order No.2898613965_1 which expires on 04/11/2012, and is not for resale. User Notes: (892429897) Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 C61�7n N Schematic Design Package from R+B Architects dated 02.23.2011- Budget Estimate REV 04 /18/11 "'NOTE - Budget based en known and assumed Mbmmtion as of 04/11/2011. Unkes explkhlydeurlbed Maw, macaw NOT INCLUDED. 1.3 0.00 01 -130 Architectural Drawings Allowance. Plans reproductions, shop drawings, misc. printing 500 0115 C. fltaanana t 0 00 0p 10 ok onto . , 4ddlreait .r i _ Om 01 - 270. .Fmnetkc Complimentary �', . 0.00 Allowance. Final cleaning following construction completion, Touch -up cleaning after install of FF &E, window detail cleaning + pre-Tenant turnover cleaning/prep for Fiercely Local/Valley 01 -280 Final Cleanup One Art. 3,000.00 01 - 283 Ekrnpgprps 1 0.00 01490 Food • Bevetape 0.00 Allowance. ACI Foreman Labor as required during Finish Stages. 01 -300 Foreman 275MH 5 $60 /hr. 16,500.00 Allowance. ACI Field Management (Currently planned as Mike Bassi). Responsible for all plan /shop drawing review and related pre- planning layout, construction systems fabrication, surveyor coordination /layout, subcontractor layout/scheduling/management Quality Control, Building Department coordination, Site Safety, ACI Labor management, Delivery receipt /check -in /inspection, Field Daily Reporting, Design issue clarification, Systems implementation. 880MH 5 $65 /hr. = $57,200 + estimated 225MH OT Labor @ $97.50/hr. to meet schedule milestones (Includes estimate of 2hrs OT /day+ 01 -310 Senior Superintendent /Owner Saturdays). $21,937.50 79,137.50 Allowance. ACI Labor tor General Cleanup, Procurement, trash Hauling misc. hand - excavations, jobsite safety material installation and maintenance, site dust control, concrete labor assistance, finish protection materials installation. 2men, 6mos. 01 -320 General Laborers = 2320MH CO $22.50/hr. 52,200.00 Nlowance. Per Neil - Gering Insurance (GWS), assume 5800/mo. forjoisted masonry-type construction coverage. A Imo. Global Construction Timetable is planned + allowance add per R+6. ***NOTE: Builder's Risk allowances for Fiercely local and Valley 01 -340 Insurance (Builders Risk) Art NOT Included In this budget 6,600.00 01.360: Wad Hwang Swims i 0.00 01-380 Willi 0.00 Allowance. 45MH @ $45/hr. (15hrs Setup, Insurance, Use Tax, 01 -410 Office Administration /Data Entry Administration + 1MH /week for 30 weeks) 2,025.00 Allowance. Per N+B, building Dept. and P&L Permits are assumed to be $30k + allowance for unforeseen per R+B 5 55000; Individual Trade- related permits are INCLUDED for Fire Suppression, Mechanical, Plumbing and Electrical by 01 -420 Permits & Fees SUBCONTRACTOR 35,000.00 01.440. PhotOpapN00o0anenplkn CoMparnecbry 0.00 01460 Pickup & Delivery Allowance. Samples shipping, Fedts as needed 500.00 01410 • • a4UkkIIF. ° 0.00 01530: Pmgege•CMRwp i.d. ln01420 0.00 Allowance. 104UMH aP NU /hr. = /{BW + 41UMH UI Labor (2hrs /day each week + some Saturdays) @ $105 /hr. = 544,100. Includes Project planning, Buyout, Administration, QC, CMP Creation/implementation, Procurement, Public /Neighbor Relations, Design Team /Owner coordination, Subcontractor 01 -540 Project Manager Management, Close -out. 116,900.00 01560 Sam le Preparation Nlowance. Miscellaneous samples as needed. 800.00 01.3 44 0.00 ry 01460 Nepkone. -1 pBnMMa 0.00 wance. l ob Trailer renta NO T anticipated for this project due to onsite -office capabilities. Includes Office supplies, fax /scanner /copier + misc. job safety equipment (Ear plugs, fire 01 -700 Temporary Office, Telephone, Supplies extinguishers, First-aid, etc.) @52,000 2,000.00 01.720 7file00 llv wlr: 0.00 01.740 ' 'Tstpe and 0.00 ' Allowance. (2) Porte -jons with once weekly service. 01 -760 Temporary Toilet $130 /unit /week for 30weeks 7,800.00 Allowance. $800k out-of-City materials estimate; Less $50k 01 -820 Use Tax Exemption = $750k x 2.1% 2011 Rate 15,750.00 01430 Vehkd/4Nl011101 Od, etL. Comyllmentary - • 0.00 Allowance. Fuel as needed for dump trucks for trash 01- 830 -01 Gas /Diesel - Dump Trucks hauling/materials procurement. 700.00 Nlowance. Fuel as needed for gas saws, bobcats, mini - 01- 830 -02 Gas - Construction Equipment excavator, compactors, etc. 850.00 TOTAL Division Percentage of Grand Total 17.05% Division Percentage of Grand Total LESS Permits, Fees and Insurance - 557,350 14.18% Permits, Fees and Insurance Percentage of Grand Total 2.87% Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 69K N Schematic Design Package from R +B Architects dated 02.23.2011- Budget Estimate REV 04/18/11 "'NOTE - aodeat based on known and assumed Information as of 04 /11/2011. Unless explkleydecrlbed below, assume NOT INCLUDED. Allowance. Structural Fill /Gravel back at Demo'd Basement 50G areas to reset FFE after Radon system/MEP elements 02 -100 Backfill installation and prior to replacement of concrete. 2000.00 Allowance. Temporary site barricades for Pedestrian safety as needed + temporary "Pardon the Dust" and Project Info - related 02 -150 Barricades signage. 2,250.00 02 -175 Blasting/Explosives Demolition NIC 0.00 ACI -owned 'Jumping lack" and plate tamper - COMPLIMENTARY. 32MH @ $22.50/hr. for Basement 50G backfill compaction following Radon system /MEP elements 02 -200 Compaction installation and prior to replacement of concrete 720.00 02-253 Crane 0A0 Allowance. Minor sidewalk/paver repairs at Wheeler Box Office Entry at south facade to repair current negative drainage issues causing water intrusion into WOH Office space at Lower 02 -260 Curb & Sidewalk Level 2,500.00 02400 Deddng 0.00 Allowances. Removal of Construction Zone trees @ $1000 ($0 if City- performed) + Removal /relocation /storage of Construction Zone newspaper boxes, benches and misc. - 16MH @ $22.50/hr. (2 men, 1 day). $360 (NOTE: Possible Tree Removal and Related Is based on feedback from Wheeler Board per 11+8 email meeting notes dated 04/13/11. Actual scope TBD - budget provided per notes below.)). Wheeler Office /Storage non - structural walls, ACT ceiling tiles and grids, MEP components, existing doors /hardware, misc. - 320MH to 522.50/hr. (5 men, 8 days) = $7,200 ***NOTE - Potential slab demo options for floor leveling, underground MEP work and radon system Installation included below. "Safe -Off" of MEP items to be demo'd provided in DIVS 15 and 16. + Demo of Valley Fine Art and related Mechanical Mezzanine and Demo of current Bentley's space - 320MH @ $22.50/hr. = (5 men, 10 02 -350 Demolition /Clearing days) = $7,200 • Slab Demo Allowance described below, left. 23,320.00 I • Existing Lower Level Slab Demo. To include removal ¢ of existing 50G to achieve Rat, true surface for E2 acoustic assembly performance /finish quality, B handicap ramp installation at south end sub -slab MEP 1 I i systems routing (Underslab Ductwork NOT Included at t I this time - pending Engineering), proper Radon I d ° mitigation systemiinstallation - assumed to include I typical perforated / "sock" pipe at perimeter /transition areas of slab removal, UL-certified membrane and in- line fan for exterior relief venting. Slab removal includes all areas LESS Boiler Room to remain, NE I I / Stairwell /Dead Space, NW and SW Stairwells and Closets, Freight and Passenger Elevator shafts, Elevator $ Machine Room, MCC Closet, northern half of west i 3' } corridor, water main /fire riser area, or possible slabs at F t3 exterior window wells.• /- 4200sf x 4" assumed slab / thickness = 52cu.ydt = Estimate of 336MH@ 5 ir; $22.50 /hr. ( men, 6 days) •••NOTE -possible [! existing "skinny slab" demo at Bentley's floor or Valley Fine Art NOT anticipated at this time. 7,560.00 02 - 353 0.Wenrins NiC • NO■ anticbatad 0.00 ACI -owned Skid -steer and Mini- Excavator for materials handling In Construction Zone. 4M11 @ $65 /hr. (CDL License required to haul equipment. Mobilization performed by ACI 02-400 Equipment Mobilisation Superintendent) 260.00 Allowance. Hand excavation of Basement underslab MEP trenches. 64MH @ 522.50/hr. (4 men, 2 days) - ***NOTE - Includes potential plumbing, electrical and radon system runs ONLY. Possible sub -slab Ductwork NOT Included - Pending Engineering and will be a post -demo determination. + sidewalk drainage /Bentley's entry stone stair repairs @ $1500 + allowance to clean out and re- establish gravel at WOH Light 02-450 Excavation Wells ( QTY .2) - 32MH @$22.50 /hr (2 men, 2 days) 3,660.00 Allowance. +7- Wit Construction Lone chain-link encmg /tennis screening, (2) Vehicle gates on rollers, Gate locks /chains ••• NOTE• Temp fencing/tennis screening at south lawn /sidewalk transition at west Expansion Parcel preferred per 02 -500 Fencing Wheeler Board. 3,000.00 02350 R DMdrada 0.00 Allowance. Minor hauling of non - concrete related Basement 02-600 Haul Spoils spoils/ debris. lOcu.yds material + PitCo Landfill fee 500.00 ' 4 1 HS:- : vii :1 1. " ' i t 02 Landsca • in) Allowance. Minor remediation to West Lot. Seed /straw 400.00 NIC. Possi • e re- paving operations or re ate• to potentia new fiber optic line, potential sanitary/storm sewer related issues, 02 -700 Pavin• existing grease -trap, etc. NOT included. 0.00 . :62?Yfy ". • /I�Oglr��5yyy, a 0.00 Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 1EPIi Schematic Design Package from R +B Architects dated 02.23.2011- Budget Estimate REV 04/18/11 N C'IIU ••• NOTE. Budget based on Iceman and nomad Information as or d/t8/ 2011. Unless ,,plidtly described below, .come NOT INCLUDED. .1 owance. ' -supp le• a owance pro •e• •ur ng r^ REG /R+B /ACI Conference Call. REG to supply typical details /routing info - minimally in writing for inclusion with R +B Building Permit submittal docs. ACI to subcontract Radon Mitigation - specific subcontractor for installation of typical pipe/ membrane /exhaust /blower fan system. Performance Testing to be included. Allowance based on similar square footage and anticipated system elements by Radon Engineering 02 -125 Radon Miti:ation Consultants GWS . 8,500.00 a .l' rr ..y "la '.] n Shod OrnirtEET=MM 1,500.00 • owance. Dust Noise Control materia s, Pedestrian Patron Safety - related materials, Finish Materials protection. Install of 02 -955 Site Protection 02 -955 elements included In 01 -320 0,500.00 1111111; TA l77,11'7r IrMuded In08• I t o l i 7. rr ",". 7 . " !Y' ills %w r� issrirri 111111a 5101 l=734,35 arfudan ', . L " t 800 owance. Demo materia • moose , site tras • ispasa - • Landfill (Assumes full slab demo), Bentley's and Valley Fine Art demo'd materials •••NOTE - All recycieable materials 02 -982 Trash Removal - enerated will be re led. 10,000.00 w'q.. n' '^1a 800 02986 Ueda 11100a ara Division Percenta :e of Grand Total num Wheeler Opera House TI Project Sat Hyman Avenue, Aspen, 611 Schematic Design Package from om R + Architects Architects dated 02.23.2011- Budget Estimate REV 04 /18/11 C- CUSATIIMM11 9 113 _ • • • NOTE - Budget based on !mown and assumed Infonnrbn as of 04/W.2011. Unless montl[ry described below, assume NOT INCLUDED. tk11irs'; -x#91 0.. 03.1. , , ... nd 0.00 • Anowance. Assumes pour -bacx Oro Basementb aemo areas as described in DIV 2 - 'Existing Slab Demo' to achieve level floor, U/G MEP, and functional Radon Mitigation system. +/- 4200sf @ $8.20/sf. Includes rebar, forms as needed, placement )including pump), finish, strip, seal. •••NOTE - Structural Engineer pre -, during -, and post-operation to be 03 -200 Concrete REQUIRED. 34,440.00 Allowance. Miscellaneous concrete cutting as required. ***NOTE - allowance for slab - sawing only. Exterior slabs, wall slabs, brick cutting NOT Included. Brick cutting may be required per REG for make -up air louver /duct penetrations at north Alley facade that may be required NOT Included - pending 03-250 Concrete Cutting Engineering. Bricked Doorway at WOH INCLUDED in DIV 4 1,000.00 .: Ind ic 020 EllEr" I;: "ciMISSISIMMIIMISSIMINIMINEMI av-.fi0 0.00 f rr,.w In 0.00 03500 FOUndadGlt 0.00 Allowance. Misc. wall penetration grouting, door threshold 03 -550 Grout sacking, handrail baluster /newel penetrations. 500.00 UI E - skinny -slab related work at Bentley s/Valley Nne Art NOT anticipated at this time - removal of existing carpet and tile materials and subsequent protection of existing sub -floor currently expected. If required, Cost estimated to be+ /- 03 -600 Gyperete /Lightweight Concrete $2.50 /ft for 3500sf = 58,250. 0.00 ,.. ; :. Ind. n06._^ 0.00 a .. 1 = ;'` 000 OI '.mL ='.detlIBI lt r+i• rn Ti 1.: 0.00 Meal Pr" R"IRTF. a0o 0.00 �G? ^�(.'.1= L.:,[3nalin I oa Division Percentage of Grand Total 2.54% Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 Mb n Schematic Design Package from R +8 Archi dated 02. 23.2011- Budget Estimate REV 04/18/11 •••NOTE -Budget hued on Wwwnend Baimed Infonn es of 04/18/2011. Unleoplkiaydewnaed below, assume NOT INCLUDED. Allowance. Per R +B, potential brick repairs /replacement should be anticipated at brick interior demising wall and Bentley's storage space. •• - potential exterior brickwork to address new louver /make -up alr ducting at north Alley facade ALLOWANCE = $8000 (Included on 04 -100) - pending engineering. Allowance for rework at existing "Bart Simpson" Closet door= $2000 (Included on 04 -100). TOTAL 04400 Brickwork Extent of brickwork re• uired UNKNOWN at this time. 18,000.00 T :_yam- �''y 'ws.0 0.00 Allowance. Miscellaneous patchwork as needed + allowance to reset current Bentley's entrance stone stair assembly at 5E 04-400 Mason Labor corner to ID and reciti water intrusion into Lower Level. 5,000.00 0.00 A owance. Corn -• asting • Basement Foun•ation Wa 5. 120MH @ $40 /hr. for Forrest Painting + blasting medium 04-500 Restore & Clean estimate @ $2500 Ho • • - rs, blasters • FP) 7,300.00 • BOO Division Percenta: - of Grand Total Wheeler Opera House TI Project •^ 320 East Hyman Avenue, Aspen, CO annurms Schematic Design Package from R +B Architects dated 02. 23.2011 - Budget Estimate REV 04/18/11 ._........_ "' NOTE - Budge b.sed on !mown and assumed InfomeYM as 0104/18/2011. unless .wwAN deiXb.d below, assume NOT INCLUDED. ,, nnW. linenur utrutis et nen Bmutamwne.an. 1401f @ $50 /If + tall wall estimate for Restaurant/Retail party wall @ $2500. ''•NOTE - Interior partition framing at WOH Lower Level per R +B Floorplan A2.0 Included in DIV 9; Exact proposal for new Fiercely Local/Valley fine Art spaces, rated Structural column wraps, Bentley's ceiling and wall design 05 -100 Cold Formed Framing requirements TBD and NOT included. 9,500.00 g 00 l'm' -I Ind. In$¢410 Allowance. Based on Artistic Ironworks pricing for similar assumed pipe -rail at Ramp. Interior railings ( +/- 501( @ $125 /If) + Allowance for "antique" bronze handrail at Fiercely Local 05 -800 Railings sandstone Entry Stairs @ $2000 Installed 8,250.00 Allowance. ACI General Labor for Materials handling, welding protection, racking, plumbing, leveling, misc. cleanup. 32MH @ 05 -800.L Railing Installation Supplementary Labor $22.50 /hr 220.00 New Kitchen backsplashes assumed included In Kitchen 05 -900 Sheet Metal Equipment Budget by Fiercely Local 0.00 AI ante. mist !minis, nvAL tgwpment mangers as neeoeo+ allowance for possible structural clips for new Mechanical Mezzanine deck construction •••NOTE - possible structural steel elements required for new ducting/louvers at north Alley facade, Bentley's hot water system NOT Included - pending 05 -950 Structural Steel Engineering. 2,850.00 Allowance. ACI Skilled Labor for install of misc. lentils, HVAC Equipment hangers, etc. + possible installation for Mechanical Mezzanine structural elements 45MH ® $35/hr. NOTE - possible structural steel elements required for new ducting/louvers at north Alley facade NOT Included - pending Engineering. Structural steel requirements at Fiercely 05 -950.1 Structural Steel Supplementary Labor Local/Valley Fine Art unknown and NOT included. 1,575.00 Division Percentage of Grand Total 1.15% Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 ASPEN CONSTRICTOIS Schematic Design Package from R +B Architects dated 02.23.2011- Budget Estimate REV 04/18/11 •••HOFE -Bucket bared on known and assumed Information as of 04/18/2011. Nolen explicit described below, assume NOT wawa 000 Allowance. Based on recent historical pricing on similar scoped project. Includes bits, saw blades, drill /gun tips, planer knives, scrapers, specialty cutters, HILTI core rig bits, safety glasses /ear 06 -030 Disposable Tools plugs, face masks/ filters, gloves, brooms, rakes, shovels, etc. 8,500.00 } 0,00, b 0.00 owance. or ca pricing on simi arscape• project. Includes glues, tapes, mastics, velcros, epoxies, nails, screws, rivets, bolts /washers /nuts, powder - actuated fasteners, staples, pins, Simpson connectors, hangers, clips, z- hangers, 06-040 Fasteners & Adhesives etc. 5,800.00 Allowance. ACI Carpentry Labor for Office Layout Space/Shelving installation, miscellaneous running trim install, window /door casing, MEP access panel Installation, specialty projects as needed. 240MH @ $45 /hr. + Allowance for Fiercely 06-045 Finish Carpentry Local window and window Vim issues - 200M H@ $45 /hr 19,800.00 06055 Ankh Lumber Md. In 06-060 0.00 Allowance. Office Layout Space /Shelving - 3 units @ 52500 /per = 57500, Office Equipment Shelving @ 5400, Kitchenette @ 5600, Lobby Shelving/Counter @ $3000, Central Storage unit @ $500, Knee -wall caps @ 5500 paint -grade assumed+ base /case allowance (1x4 poplar assumed) - 56000; + 52000 06-060 Finish Millwork Allowance per R +B for misc. 20,500.00 Allowance. Bentley's/Valley Fine Art Acoustic Floor Systems per Jaffe Holden details dated 03/24/11. 'Impacta- manufactured underlayment systems for laminate and engineered wood floors (assumed finish material) - Materials pricing per Valley Lumber email 3/29/11. 87sf /carton @ $98 /carton for 4500sf. be' NOTE - potential tile /stone flooring locations per Fiercely Local/Valley Fine Art design UNKNOWN - soundboard underlayment for under -tile /stone locations is +/- $1/sf. - NOT Included pending design finalization /flooring plan /spec. + Labor to install system - 128MH @ $45 /hr. (2 Men, 1.5 Weeks) "'NOTE - at Main Level, demo of existing finish floor materials and subsequent installation of soundboard as "final subfloor" finish for tenant assumed. 3/4' 06 -065 Floor Systems ply subflooring NOT Included. 10,790.00 06075 Intanar. PartItIons/fraMM6 Md. In OIV 5 0.00 Allowance. ACI Carpentry Labor for blocking, wood door bucks, 06 -100 Labor Rough Carpentry r amp framing MEP - related carpentry work. ck I6OMH @45/hr. bu 7,200.00 A lowance. All Urpenitry Labor for bloing, woos odor cks, MEP - related carpentry work. 300MH @$45 /hr. Design elements TBD. + allowance to increase footprint of Mechanical Mezzanine and reconstruction of existing- 120MH @ $45 /hr. (3 06 -1006 Labor Rough Carpent men, 1 week) 18,900.00 0611 7 t ' 1 • 0,00 06 w I 0.00 o b 6Nlanr' - 0.00 Allowance. Rough lumber materials for blocking, wood door bucks, misc. + allowance for stair reframingpift issues at Fiercely Local, + allowance for floor in -fill at current Bentley's stairs to Lower Level + allowance for Mechanical Mezzanine 06 -150 Rough Lumber reconstruction/size increase and decking. 32,500.00 NOTE - Possible existing floor system modifications following demo of WOH Office ceiling TBD by Structural Engineer. Possible costs associated with remedation to existing floor 06-155 Screws, Clips & Fasteners system NOT Included. 0.00 sue, Division Percentage of Grand Total 6.21% Wheeler Opera House Ti Project 320 East Hyman Avenue, Aspen, CO 81611 CONSTRINIS ER Schematic Design Package from R +B Architects dated 02.23.2011- Budget Estimate REV 04/18/11 •••NOTE -Budget bared on known and assumed lmm anrkn in of 04/1812011. Unger explicitly dewnassume N Mow, assume NOT INCLUDED. Allowance. Miscellaneous batt Insulation as needed at equipment cavities, niches, etc. Material allowance @ $500. ''NOTE - Acoustic system Rock -wool batt ceiling/wall requirements at WOH Offices, Bentley's and Wiley Fine Art TBD - fire- proofing spray system requirements TBD; Fire Separation 07 -050 Batt Insulation Design TBD - Estimate +/- 550000 50,500.00 Allowance. ACI General Labor to install miscellaneous batt insulation described in 07 -050. 16MH @ $22.50/hr. •••NOTE - 07-050.L Batt Insulation Installation Labor Install of acoustic- related harts by SUB. 360.00 07 - 100 Dalnproollllg 0.00 NOTE • Potential HVAC - related fire damper requirements for floor /space separations conceptually discussed during 04 /14/11 REG /AO/R +B Conference call Ilkley to be required - pending Engineering. Allowance provided though system requirements 07-125 Fireproofing and rela ted pricing unknown at this time. 5,500.00 Allowance. Miscellaneous MEP vent/intake fleshings. *'*NOTE - potential required louvers, frames, flashing etc. for north Alley mechanical systems NOT included - pending 07 -225 Flashing & Sheet Metal Engineering. 1,400.00 Allowance. SNOIed Labor to install items described in 07 -255. 07 -225.L Flashing &Sheet Metal Installation labor 8MH @ $35 /hr. 280.00 07-27$. = . 000 0.325 di 4tef l9bRa4gtlon/IIMtTap, 000 Allowance. Misc. sealants, caulks, etc. • *•NOTE - Acoustk wall 07 Joint d / S � e o a I le p rs flnish- related caulking Included in DIV. 13 250.00 07.425 a F9M'IgMpl4lbn • . 00 OT488 ado 67.675 gaper Insulated Real 0.00 UNKNOWN. Leaching at existing Bentleys Entry steps into Wheeler Office space to be Investigated upon Interior and stair assembly demo for repair /remediadon options. Budget 07 -910 Waterproofing TBD. 0.00 ' wnowance. uoor wedlnelSlnpping , winnow sealing - a OF1 Basement @ $2500 + Allowance for specialty- window repairs for existing operable Bentley's windows (D.ty. 5) @ $2000 /per = 07 -925 Weatherseal /Insulate $10,000 12,500.00 Division Percentage of Grand Total 3.55% Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 C• A'B 1 Schematic Design Package from R +B Architects dated 02.23.2011- Budget Estimate REV 00 /18/11 ........... ...NOTE - Budget based on known sad assumed mbmutlen as of 04/18/2011. un kn explkiq/ described below, awi m. NOT l NO.UOED. .. 0.00 Allowance. Levers/Locksets - (5) @ $200/per = 51000 + (1) Pocket Door set (Hafele or similar) @ $850 a (1) Barn -door track @ $500 + (5) Glass door sets @ $400 /per = 52000 + (9) Auto- closures @ $250 /per = $2250. •••NOTE - Existing Doors to remain NOT included. ***NOTE - hardware for Fiercely 08 -150 Door Hardware Local/Valley Fine Art assumed to be By Tenant- NOT Included. 6,600.00 Allowance. ACI Carpenter Labor to install hardware for (6) Interior Doors (pockets /swing) - Avg. of 3MH /per = 18MH @ $45 /hr. •••NOTE -Glass door hardware by Glass Supplier /Installer. ••'NOTE - Doors at Fiercely Local/Valley Fine Art quantity unknown - Allowance of (6) assumed - 08-150.L Ooor /Window Hardware Installation Labor 3MH// /per 18MH@ $45 /hr. 1,620.00 w LL pemertu perrormassessmentanominar repair work to existing Bentleys entry doors (south and east facades) and Valley Fine Art Entry - 32MH @ $45/hr (1 man, 4 days) Condition /operation of exisitng door into Valley Fine Art at north alley unknown - 4MH @ $45 /hr. allowed to perform minor repairs. ANSI- compliant threshold work and related 08 -200 Entrance Doors weather - stripping included. 1,620.00 08• ''�y�yf 0.00 ...`aT..,.u> 0.00 OFT u .._ a• x - T 0.00 06.400 One 1 M . e " 0.00 Allowance. Executive Office "storefront" type assembly with glass panels, doors, transoms and related frames, glass and 08 -450 Glazing components• transom window at Lauren's Office 22,500.00 Allowance. ACI Carpenter Labor to install Interior Doors @ (6) Leafs - Avg. 4MH/per = 24MH @ $45 /hr. + Fiercely Local/Valley Fine Art door allowance - ACI Carpenter Labor to install Interior Doors (6)Leafs- Avg. 4MH /per = 24MH@ $45 /hr. •••NOTE following Initial Installation of pre -hung doors, door slabs will be removed and protected pending re- Installation during Finish Stage. "'NOTE • modifications to existing plate glass window at Fiercely Local Lower Dining Area and /or Valley Fine Art NOT 08 -500 Hang Doors /Windows Included. 2,160.00 Allowance. )b) Hollow -metal doors @> /5u /per. +Fire Door Allowance (TBD per comment/approval from Fire Marshall) @ 53000 ***NOTE - Glass door estimate included in 08 -450. •••NOTE - Interior Doors for Fiercely Local/Valley Fine Art 08 -550 Interior Doors assumed to be By Tenant - NOT Included. 7,500.00 O{OOq =_ pa, 0.00 Ofd'j� aP*� l .0.00 o&63d 0.00 Division Percentage of Grand Total 2.10% Wheeler Opera House Ti Project 320 East Hyman Avenue, Aspen, CO 81611 CN D Schematic Design Package from R+B Architects dated 02.23.2011- Budget Estimate REV 04/18/11 •••NOl! - Budget bud on known and awmed Nbmnciao as of 04/18/2011. Woos explicitly daybed below, mums NOT INCLUDED. " .... �':.+I7� Y � i.' 5.... A owe .: a tie Ma A manse. DG Construction, Inc. Pricing. Was a • e ACT grid ceiling system at Restaurant Kitchen and Baths /Retell Bath. 09 -100FL Acoustical Ceilin_ 970sf@ $7.62/sf includes M•L 7,391.40 Allowance - Wheeler Offices and Common Halls - 250sq.yds @ $31/yd. ••• NOTE - 19.7 ' x 19.7 modular glue -down carpet 09 -200 Car• tin: tiles 'FLOR' assumed - "Fez" collection = $30.36/x•. d. 7,750.00 'roposa. • •nsrucmn:• •a e' I . ncu•es ^a• ceiling/wall assemblies for fire /acoustic separation and standard walls as shown ♦ Allowance for Fiercely Local/Valley Fine Art ceiling/wall assemblies including Mechanical 09 -250 D all Mezzanine fire se •aration as re• ulred BD 121,622.00 �" . "::a '.:u_l. i4,:1.. 0.00 0.00 finishing of Doors, Door jambs and casing, Interior surfaces of windows (frames, sills, casing), Baseboards, Drywall where scheduled, wood wall caps. Estimate for 1000MH @ $40 /hr. "'NOTE - WOH Lower Leval /Box Office Workspace ONLY. + 09 -400 Interior Paintin: Materials Allowance - $10,000 50,000.00 _)♦ ,., 0.00 iws. rm�.• 0.00 mss: -:e»L ., .:.: 0.00 e c c.°i° i "`. '_ a° livatm ",',y, "tSL"t. w'.:. _.r... 0.00 "..trr"."1=1111.a111111 00 Vtlitental .0.00 0.00 09.800 Tile Allowance. Possible Powder Room at WOH Office Lower Level 5,000.00 M 111111 `.. .s j 0.00 �'.'.c•:: .. 0.00 1111E7,71161 L77.3.7.71 wr.'J 0.00 Division Percenta. a of Grand Total ®" Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO CONSTRICTORS ASPEN Schematic Design Package from R+B Architects dated 02.23.2011- Budget Estimate REV 09/18/11 mean- Budget Wilton Mown end 'flume es 0104/18/3011. unless explicitly described below, assume NOT INCLUDED. .ate 0A0 MO r ^sh .may 'e 'r �YS. '.....'NMI_'. a . I, Pall lE A owance. 1 Bat s 1 TPs n 30 per, 2 Towe Bars rings $45 /per, (1) towel dispensers @ $200 /per for potential WOH 10 -850 Toilet & Bath Accessories Lower Level Powder 8m. 320.00 Allowance. ACI Labor to Layout, unpack, plumb, level, mount, 10 - 850.L Toilet & Bath Accessory Installation Labor protect (4) units - Avg. of 0J5MH /unit =3MH @$55 /hr. =$165 165.00 Division Percents: a of Grand Total ®" Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 � ; Schematic Design Package from R +B Architects dated 02.23.2011- Budget Estimate REV 04 /18/11 .. "'NOTE - Mehra based on krwwn end assumed Fbm.tlon oral 04/19/ 2011. unle.mplklayaarcrlbed below, assume NOT INCLUDED. „. Allowance. Office Kitchenette. (1) DW @ $400 ••• NOTE - 11 -100 Appliances Existing refrigerator to be stored and re -used per 11+8 400.00 Allowance. ACI Skilled Labor to assist with move -in, protection of finish materials during installation, protection of appliances 11 -100.1 Appliance SupplementartLabor following installation, testing. 2MH @ $35 /hr. estimated 10.00 A installation Allowance. Proposal stom Decypher I echnologles 04/1//11. Wire Infrastructure included in DIV 16; temporary relocation work, trimout, testing and certification by Decypher. ••• NOTE possible new Single -Mode Fiber Optic cable from City Hall to 11 -200 Audio- Visual Wheeler NOT Included. 19,248.49 Allowance. specialty rental equipment neeua soul as mu t type chipping/rotary hammers, core rigs, hoisting, etc. @ $2000 + WOH Lower Level Slab demo equipment - (1) towed air compressor @ 5128 /day for 6 days = $768 + (3) 601b. Demo Hammers @ 550 /day /hammer for 6 days 5900 + Exhaust/Dust Control Fan and 100' ducting (0 $80 /day for 10 days (includes 11-300 Equipment Rental time for corn blasting) = 5800 4,468.00 Allowance. Minor repairs to hand power tools, compressors, 11-400 Equipment Repairs nailers, etc. 20000 11 kldkt9rl, 0.00 • ,).. 0.00 "Roll- back" of SImplex-Grinell components and re- 11 -650 Security Systems wiring /mounting as needed BY WHEELER, NOT Included. 0.00 Telephone System Infrastructure estimates included in MEP 11 -700 Telephone Systems Budgets (Trimout, devices by OTHERS) 000 314300 Vending 000 Division Percentage of Grand Total 1.22% Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 Wn17o 11 Schematic Design Package from R -iB Architects dated 02.23.2011- Budget Estimate REV 04 /18/11 "'NOTE - Bulge based on known and assumed lnbmutbn as ol04/18/ 2011. Unless gplkltlydescraed below, assume NOT INQUDED. awance ac out s a• es or xecutte C ices a • Conference Rm. (9) Units @ $250 /per. Hand-operated Roller - 12 -100 Blinds & Curtains s le assumed 2,250.00 200.00 Allowance. Kitchenette top- materials TBD ('Zodiaq' assumed 12 -600 Counter To •s • r R+B 1,250.00 IL l- .L'^.s /mgr S.T.ut. rill FM CTIII7f;',ISIMPOINIMMI1111111111•111111111111111111r Ind.. '.JT^v' Division Percenta e of Grand Total ®' ' • Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 CIS Schematic Design Package from R +B Architects dated 02.23.2011- Budget Estimate REV 04/18/11 .. •••NOTE -Budget MW known end on ewn. assumed Iwwmadnn as N 04/18/ 2011. Unless espIklthav elh below, ow, assume NOT INCLUDED. %„. •. 13 -100 Fire Suppression Allowance. Flameout, Inc. Bid detailed in MEP Sub Evaluations 41,350.00 AllOwenc . AU Carpentry Labor for layout, framing modification as needed for Fire Riser installation, carpentry related to riser modifications, Temp Systems, sprinkler head placement (beam /floor joist modifications), and related 13 -100.L Fire Suppression Supplementary Labor blocking. 40MH @ $55/hr estimated. 2,200.00 18100. 100 walirs . ..0.00 13450 layout Irld.NOF110 0.00 Allowance. Sound caulking. Drywall /drywall Isolation systems 13 -300 Sound & Vibration for Ceiling and Well sound atenuation assemblies Incl. in DIV. 9 2,000.00 13WO SMMotTub Division Percentage of Grand Total 2.55% Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 ce Schematic Design Package from R +8 Architects dated 02.23.2011- Budget Estimate REV 04/18/11 ..- ..^..•... ••• NOTE- Budget based on known and assumed Inbrm.tfon as c104/111/2011. Unless implicitly described below, $s Jme NOT INCLUDED. Allowance. Colorado Custom Lift model' National Wheel -O- Vator HBC 60 Hydraulic Basic Commercial) innon- enclosure application. Color to be black or dark brown powder coating which includes Main unit, Upper Landing gate and Platform gate. Includes estimate for inspections and taxes. Supplier award to be dependent on ability to provide on -going 19 -100 Elevators service/maintenance. 16,000.00 1111111z /t ;t, l CZIEla 0. 0.00 7::i*lY - -..,. _. rrN'rvy All Allowance. G e ne ral Lab 0.00 Allowance. ACI General Labor /or ercctlon/break -0own of scaffolding. 20MH @ $22.50/hr. estimated 950.00 Division Percentage of Grand Total 0.82% • Wheeler Opera House TI Project 320 East Hyman Avenue, Aspen, CO 81611 C cen t i spr invia Schematic Design Package from R +B Architects dated 02.23.2011- Budget Estimate REV 04 /18/11 ........... •••NOTE - Budget beeee on known and assumed Infomat ion em /is/ nil. Unless explicitly described below, assume NOT INCLUDED. ••••`.•• Per Rbbf14+B /ACI Conference call on 04/14/2011, a 15% Design Contingency for MEP Systems should be included. 15-000 Design Contingency (Extrapolated) 67,500.00 15 -100 Fire Protection "' NOTE - Fire Sprinkler System budget included in DIV 13 0.00 Allowance. Kitchenette Sink, Floor sinks, vanity at Lower Level 15 -200 Fixtures Powder, Misc. 10,000.00 t3 edD $WN * 00 0 Allowance. Pacific Sheet Metal, Inc. Bid. • ''NOTE - Engineering Finalization PENDING. Per direction from REG, current PSM, Inc. baseline estimate of $453,445 should be increased for certain elements by 25-30% (27.5% used for Budget) to address probable uptick for Trane- specl8ed equipment in lieu of MaglcAire- manufactured es currently prked. Calculated possible increase= $60,121.13. "'NOTE - Potential north and west facade rework for Increased make -up air TBD, NOT Included. Fiercely Local 20'11 hood requirements (including welded duct sizing TBD, Not Included). Possible northfacade exterior duct runs possible yet NOT 15-400 HVAC ar�ineered /ayproved atthis time, Not Included. 513,566.13 Afowance. ACltaoor for layout, vent/regirter /component mounting/installation and related post - installation protection, blocking duct- support framing/hangers, structural (wood /steel) drilling/modification for duct/wiring runs, 15 -400.L HVAC Supplementary labor cleaning. 60MH @ $55 /hr. 3,300.00 1S -400i 14VACO rlra4 • 1sd:Id ?F4X0 0.00 16450 layout Ind. InOtall0i 0.00 Allowance. Access panels for MEP valves, boxes, equipment, 15-475 Mechanical Access Fan coils, humidification units, etc. Spec TBD 1,000.00 Allowance. ACI Labor to layout, pre - block, and Install access 15 -075.L Mechanical Access Installation panels as needed. 20MH H $55 /hr. 1,100.00 13-500 MceNaatcel Insulation Ind ks 1A400. - 0.00 Allowance. Superior Plumbing and Heating, Inc. Bid detailed in 15 -600 Plumbing MEP Sub Evaluations 71,884.00 700%/1004 0,00 Inphk$ie 000 15 Water itral8gtkn • "OAD Division Percentage of Grand Total 33.49% • • Wheeler Opera House TI Project '^ 320 East Hyman Avenue, Aspen, CO 81611 ASPEN Schematic Design Package from R +B Architects dated 02.23.2011- Budget Estimate REV 04 /18/11 .._._..... ••• NOTE - Budge based on known lend awm.d Fbmotlon as of 04/1t/2011. Unless aplkitI described below, assume NOT INCLUDED. " - Allowance. Lassiter Electric, Inc. Bid REV 3 dated 04/07/2011. WOH Scope @ $104,868.49+ Retail 0)55,250 + Fiercely Local @ $9, 483+ Panel Relocation (temp) at Proposed Data Closet demo'd door @ $8,490 + 10% contingency ***NOTE - Retail /Fiercely Local spaces include panels and disconnects ONLY. Power /Lighting systems and related requirements for Fiercely Local/Valley Fire Art TBD, Not Included. All services to 16 -100 Electrical- 120 /240 Volt be run In co• • r wire materials. 140,891.49 I(•.. 1 , 0.00 u'arnr..:.; = 7 "' i 0.00 7-11:Z=TWI WET Wheeler Opera House TI Project Sat Hyman Avenue, Aspen, � Schematic Desi gn Package e from rom R + Architects Architects dated 02.23.2011- Budget Estimate REV 04 /18/11 •••NOTE. eudeet b. d on known and assumed mMVtlon .sof 00 /19/ x011. OnkssmplkMy described below, assume NOT INCLUDED. TOTAL SUMMARY (WOH Offices /Storage, Main Level Tenants) . _,_.... __. „. Division Percenta e of Grand Total Pl w. :£t,.. `ike it Division Percenta'.eof Grand Total � s 4 !_ 00 rT 49 SUBTOTAL PROFIT AND OVERHEAD @ 8.5% Less 8.5% Markup on Insurance, Permits and Use Taxes (4,874.75) 111111.iT U,'l. /a MII