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Home My WebLink Aboutresolution.council.051-19 RESOLUTION #51 (Series of 2019) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND 359 DESIGN, LLC AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, a Request for Proposals procurement process has been completed to solicit proposals from architectural teams to create a site plan, architectural designs, and construction drawings, and secure land use entitlements for City of Aspen employee housing Water Place Housing Phase II and; WHEREAS, the Evaluation Committee recommends the proposal and services of 359 Design, LLC to design, secure entitlements and lead community outreach and; WHEREAS, submitted to the City Council is a contract for Professional Services between the City of Aspen and 359 Design, LLC, a true and accurate copies of which is attached hereto as "Exhibit 1." NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves the Contract between the City of Aspen and 359 Design, LLC and that the City Council of the City of Aspen hereby authorizes the City Manager to execute such Contract for Architectural Services between the City of Aspen and 359 Design, LLC, a copy of which are annexed hereto and incorporated herein. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 24th of June 2019. y'� /[�e`'l� Torre, Mayor I, Linda Manning, 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 on the 24th of June 2019. O(OAI�f Linda Manning, City Clerk yi-or,AIA Document B132TM - 2009 Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition AGREEMENT made as of the 24th day of June in the year 2019 (In words, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Architect's client identified as the Owner: added information needed for its (Name, legal status, address and other information) completion.The author may also have revised the text of the original City of Aspen AIA standard form.An Additions and Capital Asset Department Deletions Report that notes added 130 South Galena Street information as well as revisions to the Aspen,CO 81611 standard form text is available from the author and should be reviewed.A and the Architect: vertical line in the left margin of this (Name, legal status, address and other information) document indicates where the author has added necessary information 359 Design and where the author has added to or Attn: Will Hentschel deleted from the original AIA text. 3630 Osage This document has important legal Denver,CO 81611 consequences.Consultation with an attorney is encouraged with respect for the following Project: to its completion or modification. (Name, location and detailed description) This document is intended to be used in conjunction with AIA Documents 2019-50681 Water Place Phase II-Architect/Design Services A132T11"-2009,Standard Form of TBD Agreement Between Owner and Aspen,CO 81611 Contractor,Construction Manager as Design and deliver three different conceptual designs for City Council to review.The Adviser Edition;A232Tm-2009, designs need to take into consideration low maintenance cost, high sustainability General Conditions of the Contract standards,and a livable design that fit the community texture in the surrounding areas. for Construction,Construction Unit size and mix will be determined through investigative meetings with the City of Manager as Adviser Edition;and Aspen stakeholder team.At a minimum,all units will meet APHCA requirements for size C132TM-2009,Standard Form of and amenities.While modular construction is the City's preference,we understand Agreement Between Owner and logistical constraints in the mountain market.We are very committed to the efficiencies Construction Manager as Adviser. AIA Document A232 —2009 is and sustainability of panelized, palletized,and modular construction and we would like adopted in this document by to keep modular construction as a target, understanding that at 100%Schematic Design, reference.Do not use with other the team will evaluate the project and decide construction systems with which to move general conditions unless this forward. document is modified. The Construction Manager: (Name, legal status, address and other information) Concept One Group,Inc. Attn: Jack Wheeler 1319 Wald Circle Carbondale,CO 81623 970-456-6470 The Owner and Architect agree as follows. Inst. AIA Document B132T"—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA1 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA 1 software at 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) AIA Document 6132'"—2009.Copyright 1992 and 2009 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 AIA" Document,or any portion 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION §1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable," 'unknown at time of execution"or "to be determined later by mutual agreement.') §1.1.1 The Owner's program for the Project: (Identify documentation or state the manner in which the program will be developed.) The City will pursue,a collaborative project development team,including design services,program management,and owner's agent as advisor services. The early formation of the group provides an open and collaborative process involving input from all parties—designers understand the ramifications of decisions when they are made,decisions are not made solely on a design but first allows for cost feedback and early total project cost commitments. §1.1.2 The Project's physical characteristics: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports;site, boundary and topographic surveil; traffic and utility studies;availability of public acrd private utilities and services; legal description of the site; etc.) Unknown at this time of execution. §1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) The Cost of Work for the project has not been estimated at the time of execution of this agreement. §1.1.4 The Owner's anticipated design and construction schedule: .1 Design phase milestone dates, if any: Programmatic Design Package 14 weeks 100%Schematic Design Package 12 weeks Public Outreach, Initial Public Hearings 12 weeks AIA Document B132T —2009.Copyright 1992 and 2009 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 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 t software at 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) i .2 Commencement of construction: NA .3 Substantial Completion date or milestone dates: NA .4 Other: §1.1.5 The Owner intends to retain a Construction Manager adviser and: (Note that, if Multiple Prime Contractors are used, the term "Contractor"as referred to throughout this Agreement will be as if plural in number.) [X] One Contractor [ ] Multiple Prime Contractors [ ] Unknown at time of execution §1.1.6 The Owner's requirements for accelerated or fast-track scheduling,multiple bid packages,or phased construction are set forth below: NA (List number and type of bid/procurement packages) §1,1.7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere,such as environmentally responsible design or historic preservation requirements) See Exhibit B Proposal Submitted by 359 Design,Inc.and Exhibit C Request for Proposals 2019-50681. §1.1.8 The Owner identifies the following representative in accordance with Section 5.5: (List name, address and other-information) Concept One Group,Inc. Jack Wheeler 1319 Wald Circle Carbondale,CO 81623 970-456-6470 wheeler@conceptonegroup.com §1.1.9 The persons or entities,in addition to the Owner's representative,who are required to review the Architect's submittals to the Owner are as follows: Not applicable at the time of execution. (List name, address and other information) §1.1.10 The Owner will retain the following consultants: None at the time of execution other than the Construction Manager. However,the City retains the right to hire consultants as deemed necessary and/or for our own convenience. (List name, legal status, address and other information.) .1 Construction Manager:The Construction Manager is identified on the cover page. If a Construction Manager has not been retained as of the date of this Agreement,state the anticipated date of retention: .2 Cost Consultant(if in addition to the Construction Manager): (IJ'a Cost Consultant is retained, appropriate references to the Cost Consultant.should be inserted in Sections 3.2.6, 3.2.7, 3.3.2, 3.3.3, 3.4.5, 3.4.6, 5.4, 6.3, 6.3.1, 6.4 and 11.6.) Not applicable at the time of execution. AIA Document B132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAA 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 I software at 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) .3 Land Surveyor: Not applicable at the time of execution. .4 Geotechnical Engineer: Not applicable at the time of execution. .5 Civil Engineer: Not applicable at the time of execution. .6 Other consultants: (List any other consultants retained by the Owner, such as a Project or Program Manager, or scheduling consultant) Not applicable at the time of execution. §1.1.11 The Architect identifies the following representative in accordance with Section 2.4: (List name, address and other information.) See Exhibit B Proposal submitted by 359 Design LLC for 2019-50681 Architecture Services For Water Place Phase II §1.1.12 The Architect will retain the consultants identified in Sections 1.1.12.1 and 1.1.12.2: (List name, legal status, address and other-information.) See Exhibit B Proposal submitted by 359 Design LLC §1.1.12.1 Consultants retained under Basic Services: Not applicable at the time of execution. .1 Structural Engineer: .2 Mechanical Engineer: .3 Electrical Engineer: §1.1.12.2 Consultants retained under Additional Services: Not applicable at the time of execution. §1.1.13 Other Initial Information on which the Agreement is based: Exhibit B Proposal submitted by 359 Design, Inc. and Exhibit C Request for Proposals 2019-50681 §1.2 The Owner and Architect may rely on the Initial Information. Both parties,however,recognize that such information may materially change and, in that event,the Owner and the Architect shall appropriately adjust the schedule,the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES §2.1 The Architect shall provide the professional services as set forth in this Agreement. §2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. §2.3 The Architect shall provide its services in conjunction with the services of a Construction Manager as described in AIA Document C 132TM-2009, Standard Form of Agreement Between Owner and Construction Manager. The Architect shall not be responsible for actions taken by the Construction Manager. AIA Document B132TM—2009.Copyright 1992 and 2009 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 AIA 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 1 software at 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §2.4 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. §2.5 Except with the Owner's knowledge and consent,the Architect shall not engage in any activity,or accept any employment,interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. §2.6 The Architect shall maintain the following insurance for the duration of this Agreement.If any of the requirements set forth below exceed the types and limits the Architect normally maintains,the Owner shall reimburse the Architect for any additional cost. §2.6.1 Comprehensive General Liability with policy limits of not less than Two Million dollars($2,000,000)for each occurrence and in the aggregate for bodily injury and property damage. §2.6.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not less than One Million($ 1,000,000)combined single limit and aggregate for bodily injury and property damage. §2.6.3 The Architect may use umbrella or excess liability insurance to achieve the required coverage for Comprehensive General Liability and Automobile Liability,provided that such umbrella or excess insurance results in the same type of coverage as required for the individual policies. §2.6.4 Workers' Compensation at statutory limits and Employers Liability with a policy limit of not less than One Million dollars($ 1,000,000). §2.6.5 Professional Liability covering the Architect's negligent acts,errors and omissions in its performance of professional services with policy limits of not less than Two Million Dollars($2,000,000)per claim and in the aggregate. §2.6.6 The Architect shall provide to the Owner acceptable certificates of insurance evidencing compliance with the requirements in this Section 2.6 prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance.The insurance policies required by this Section shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire without at least 30 days'prior written notice to the Owner.An additional certificate evidencing continuation of professional liability coverage shall be submitted with the final Application for Payment.Information concerning reduction of coverage on account of claims paid under the policy shall be furnished by the Architect with reasonable promptness. The certificates will show the Owner as an additional insured on the Comprehensive General Liability,Automobile Liability,umbrella or excess policies. §2.6.7 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$350,000.00 per person and$1,093,000 per occurrence)or any other rights,immunities,and protections provided by the Colorado Governmental Immunity Act,Section 24-10-101 et seg.,C.R.S.,as from time to time amended,or otherwise available to Owner,its officers,or its employees. §2.6.8 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. §2.6.9 Deductible: The Architect shall pay any amounts not covered under these policies because of a deductible on the insurance policies provided by the Architect. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES §3.1 The Architect's Basic Services consist of those described in Article 3 as it applies to the work described in Exhibit B Proposal submitted by 359 Design Inc.and Exhibit C Request for Proposals 2019-50681,and include usual AIA Document B132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAx Document is Init, protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAx Document,or any portion of it,may 6 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 t software at 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) and customary structural, mechanical,and electrical engineering services,and/or as described in Exhibit B Proposal Submitted by 359 Design Inc. and Exhibit C Request for Proposals 2019-50681. Services not set forth in this Article 3 are Additional Services. §3.1.1 The Architect shall manage the Architect's services,consult with the Owner and the Construction Manager, research applicable design criteria,attend Project meetings,communicate with members of the Project team and report progress to the Owner. §3.1.2 The Architect shall coordinate its services with those services provided by the Owner,the Construction Manager and the Owner's other consultants.The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner,the Construction Manager,and the Owner's other consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error,omission or inconsistency in such services or information. §3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit to the Owner and the Construction Manager a schedule of the Architect's services for inclusion in the Project schedule prepared by the Construction Manager.The schedule of the Architect's services shall include design milestone dates,anticipated dates when cost estimates or design reviews may occur,and allowances for periods of time required(1)for the Owner's review,(2)for the Construction Manager's review,(3)for the performance of the Owner's consultants,and(4)for approval of submissions by authorities having jurisdiction over the Project. §3.1.4 The Architect shall submit information to the Construction Manager and participate in developing and revising the Project schedule as it relates to the Architect's services. §3.1.5 Once the Owner and the Architect agree to the time limits established by the Project schedule,the Owner and the Architect shall not exceed them, except for reasonable cause. §3.1.6 The Architect shall not be responsible for an Owner's directive or substitution,or for the Owner's acceptance of non-conforming Work,made without the Architect's approval. §3.1.7 The Architect shall,at appropriate times, in coordination with the Construction Manager,contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project.In designing the Project,the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. §3.1.8 The Architect shall assist the Owner and Construction Manager in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. §3.2 Schematic Design Phase Services §3.2.1 The Architect shall review the program and other information furnished by the Owner and Construction Manager,and shall review laws,codes,and regulations applicable to the Architect's services. §3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program,schedule,budget for the Cost of the Work,Project site,and the proposed procurement or delivery method and other Initial Information,each in terms of the other,to ascertain the requirements of the Project. The Architect shall notify the Owner of(1)any inconsistencies discovered in the information,and(2)other information or consulting services that may be reasonably needed for the Project. §3.2.3 Tile Architect shall present its preliminary evaluation to the Owner and Construction Manager and shall discuss with the Owner and Construction Manager alternative approaches to design and construction of the Project,including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. §3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present to the Owner and Construction Manager,for the Owner's approval,a preliminary design illustrating the scale and relationship of the Project components. AIA Document B132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA1, Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAff Document,or any portion of it,may 7 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §3.2.5 Based on the Owner's approval of the preliminary design,the Architect shall prepare Schematic Design Documents for the Owner's approval and the Construction Manager's review.The Schematic Design Documents shall consist of drawings and other documents including a site plan,if appropriate,and preliminary building plans,sections and elevations;and may include some combination of study models,perspective sketches,or digital modeling. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. §3.2.5.1 The Architect shall consider environmentally responsible design alternatives,such as material choices and building orientation,together with other considerations based on program and aesthetics,in developing a design that is consistent with the Owner's program,schedule and budget for the Cost of the Work.The Owner may obtain other environmentally responsible design services under Article 4. §3.2.5.2 The Architect shall consider with the Owner and the Construction Manager the value of alternative materials, building systems and equipment,together with other considerations based on program and aesthetics in developing a design for the Project that is consistent with the Owner's schedule and budget for the Cost of the Work. §3.2.6 The Architect shall submit the Schematic Design Documents to the Owner and the Construction Manager.The Architect shall meet with the Construction Manager to review the Schematic Design Documents. §3.2.7 Upon receipt of the Construction Manager's review comments and cost estimate at the conclusion of the Schematic Design Phase,the Architect shall take action as required under Section 6.4,identify agreed upon adjustments to the Project's size,quality or budget,and request the Owner's approval of the Schematic Design Documents. If revisions to the Schematic Design Documents are required to comply with the Owner's budget for the Cost of the Work at the conclusion of the Schematic Design Phase,the Architect shall incorporate the required revisions in the Design Development Phase. §3.2.8 In the further development of the Drawings and Specifications during this and subsequent phases of design,the Architect shall be entitled to rely on the accuracy of the estimates of the Cost of the Work,which are to be provided by the Construction Manager under the Construction Manager's agreement with the Owner. §3.3 Design Development Phase Services §3.3.1 Based on the Owner's approval of the Schematic Design Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work pursuant to Section 5.4,the Architect shall prepare Design Development Documents for the Owner's approval and the Construction Manager's review.The Design Development Documents shall be based upon information provided,and estimates prepared by,the Construction Manager and shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans,sections,elevations,typical construction details,and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural,structural,mechanical and electrical systems,and such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. §3.3.2 Prior to the conclusion of the Design Development Phase,the Architect shall submit the Design Development Documents to the Owner and the Construction Manager.The Architect shall meet with the Construction Manager to review the Design Development Documents. §3.3.3 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Design Development Phase,the Architect shall take action as required under Sections 6.5 and 6.6 and request the Owner's approval of the Design Development Documents. §3.4 Construction Documents Phase Services—Not applicable at the time of execution. §3.4.1 Based on the Owner's approval of the Design Development Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Construction Documents for the Owner's approval and the Construction Manager's review. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work.The Owner and Architect acknowledge that in order to construct the AIA Document 6132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAt Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may 8 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 15:55,14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) Work the Contractor will provide additional information,including Shop Drawings,Product Data, Samples and other similar submittals,which the Architect shall review in accordance with Section 3.6.4. §3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. §3.4.3 During the development of the Construction Documents, if requested by the Owner, the Architect shall assist the Owner and the Construction Manager in the development and preparation of(1)bidding and procurement information that describes the time,place and conditions of bidding,including bidding or proposal forms,(2)the form of agreement between the Owner and Contractor;and (3)the Conditions of the Contract for Construction(General, Supplementary and other Conditions); and(4)compile a project manual that includes the Conditions of the Contract for Construction and may include bidding requirements and sample forms. §3.4.4 Prior to the conclusion of the Construction Documents Phase,the Architect shall submit the Construction Documents to the Owner and the Construction Manager.The Architect shall meet with the Construction Manager to review the Construction Documents. §3.4.5 Upon receipt of the Construction Manager's information and estimate at the conclusion of the Construction Documents Phase,the Architect shall take action as required under Section 6.7 and request the Owner's approval of the Construction Documents. §3.5 Bidding or Negotiation Phase Services—Not Applicable at the time of execution. §3.5.1 General The Architect shall assist the Owner and Construction Manager in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents,the Architect shall assist the Owner and Construction Manager in(1)obtaining either competitive bids or negotiated proposals;(2)confirming responsiveness of bids or proposals;(3)determining the successful bid or proposal,if any; and(4)awarding and preparing contracts for construction. §3.5.2 Competitive Bidding—Not applicable at the time of execution. §3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. §3.5.2.2 The Architect shall assist the Owner and Construction Manager in bidding the Project by .1 facilitating the reproduction of Bidding Documents for distribution to prospective bidders, .2 participating in a pre-bid conference for prospective bidders,and .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents in the form of addenda. §3.5.2.3 The Architect shall consider requests for substitutions, if the Bidding Documents permit substitutions,and shall consult with the Construction Manager and prepare and distribute addenda identifying approved substitutions to all prospective bidders. §3.5.3 Negotiated Proposals §3.5.3.1 Proposal Documents shall consist of proposal requirements,and proposed Contract Documents. §3.5.3.2 The Architect shall assist the Owner and Construction Manager in obtaining proposals by .1 facilitating the reproduction of Proposal Documents for distribution to prospective contractors,and requesting their return upon completion of the negotiation process; .2 participating in selection interviews with prospective contractors; and .3 participating in negotiations with prospective contractors. §3.5.3.3 The Architect shall consider requests for substitutions, if the Proposal Documents permit substitutions,and shall consult with the Construction Manager and prepare and distribute addenda identifying approved substitutions to all prospective contractors. AIA Document 13132TM—2009.Copyright 1992 and 2009 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 AIAF Document,or any portion of it,may 9 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §3.6 Construction Phase Services—not applicable at the time of execution. §3.6.1 General §3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A232Tm-2009,General Conditions of the Contract for Construction,Construction Manager as Adviser Edition. If the Owner and Contractor modify AIA Document A232-2009,those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. §3.6.1.2 The Architect shall advise and consult with the Owner and Construction Manager during the Construction Phase Services.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 Contract 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 Construction Manager,or the Contractor or of any other persons or entities performing portions of the Work. §3.6.1.3 Subject to Section 4.3,the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. §3.6.2 Evaluations of the Work—not applicable at the time of execution. §3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction,or as otherwise required in Section 4.3.3,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 Contract 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 and the Construction Manager(1)known deviations from the Contract Documents and from the most recent construction schedule,and(2)defects and deficiencies observed in the Work. §3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and shall notify the Construction Manager about the rejection.Whenever the Architect considers it necessary or advisable,the Architect,upon written authorization from the Owner and notification to the Construction Manager,shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated,installed or completed. 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. §3.6.2.3 The Architect shall interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of the Construction Manager,Owner,or Contractor through the Construction Manager.The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. §3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.When making such interpretations and decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor,shall not show partiality to either,and shall not be liable for results of interpretations or decisions 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 Contract Documents. §3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker,as that term is defined in AIA Document A232-2009,the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. AIA Document B132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA11 Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° Document,or any portion of it,may 10 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §3.6.3 Certificates for Payment to Contractor —not applicable at the time of execution. §3.6.3.1 The Architect shall review and certify an application for payment not more frequently than monthly.Within seven days after the Architect receives an application for payment forwarded from the Construction Manager,the Architect shall review and certify the application as follows: .1 Where there is only one Contractor responsible for performing the Work,the Architect shall review the Contractor's Application and Certificate for Payment that the Construction Manager has previously reviewed and certified.The Architect shall certify the amount due the Contractor and shall issue a Certificate for Payment in such amount. .2 Where there are Multiple Prime Contractors responsible for performing different portions of the Project,the Architect shall review a Project Application and Project Certificate for Payment,with a Summary of Contractors' Applications for Payment,that the Construction Manager has previously prepared,reviewed and certified.The Architect shall certify the amounts due the Contractors and shall issue a Project Certificate for Payment in the total of such amounts. §3.6.3.2 The Architect's certification for payment shall constitute a representation to the Owner,based on(1)the Architect's evaluation of the Work as provided in Section 3.6.2,(2)the data comprising the Contractor's Application for Payment or the data comprising the Project Application for Payment,and(3)the recommendation of the Construction Manager,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 Contract Documents. The foregoing representations are subject(1)to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)to results of subsequent tests and inspections,(3)to correction of minor deviations from the Contract Documents prior to completion,and(4)to specific qualifications expressed by the Architect. §3.6.3.3 The issuance of a Certificate for Payment or a Project Certificate for Payment shall 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)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §3.6.3.4 The Architect shall maintain a record of the applications and certificates for payment. §3.6.4 Submittals—not applicable at the time of execution. §3.6.4.1 The Architect shall review the Construction Manager's Project submittal schedule and shall not unreasonably delay or withhold approval.The Architect's action in reviewing submittals transmitted by the Construction Manager 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. §3.6.4.2 In accordance with the Architect-approved Project submittal schedule,and after the Construction Manager reviews,approves and transmits the submittals,the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. 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. §3.6.4.3 If the Contract 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. AIA Document B1 32T —2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAI Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAx 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §3.6.4.4 After receipt of the Construction Manager's recommendations,and subject to the provisions of Section 4.3, the Architect shall review and respond to requests for information about the Contract Documents.The Architect,in consultation with the Construction Manager,shall set forth in the Contract 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. §3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals transmitted by the Construction Manager in accordance with the requirements of the Contract Documents. §3.6.5 Changes in the Work -not applicable at the time of execution. §3.6.5.1 The Architect shall review and sign,or take other appropriate action,on Change Orders and Construction Change Directives prepared by the Construction Manager for the Owner's approval and execution in accordance with the Contract Documents. §3.6.5.2 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time.Such changes shall be effected by written order issued by the Architect through the Construction Manager. §3.6.5.3 The Architect shall maintain records relative to changes in the Work. §3.6.6 Project Completion -not applicable at the time of execution. §3.6.6.1 The Architect,assisted by the Construction Manager,shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion prepared by the Construction Manager;receive from the Construction Manager and review written warranties and related documents required by the Contract Documents and assembled by the Contractor;and,after receipt of a final Contractor's Application and Certificate for Payment or a final Project Application and Project Certificate for Payment from the Construction Manager,issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. §3.6.6.2 The Architect's inspections shall be conducted with the Owner and Construction Manager to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Construction Manager and Contractor of Work to be completed or corrected. §3.6.6.3 When the Work is found to be substantially complete by the Construction Manager and Architect,and after certification by the Construction Manager and the Architect,the Architect 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. §3.6.6.4 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. ARTICLE 4 ADDITIONAL SERVICES-not applicable at the time of execution. §4.1 Additional Services listed below are not included in Basic Services but may be required for the Project.The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility,and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit. If in an exhibit, identify the exhibit.) Services Responsibility Location of Service Description (Architect, Owner (Section 4.2 below or in an exhibit or attached to this document and Not Provided identified below AIA Document 13132TM-2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of It,may 12 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) 1 �, Document B132rM - 2009 Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition 4.1.1 Programming B202Tm-2009 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion.The author may also have revised the text of the original AIA standard form.An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences.Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132Tm-2009,Standard Form of Agreement Between Owner and Contractor,Construction Manager as Adviser Edition;A232T1'-2009, General Conditions of the Contract for Construction,Construction Manager as Adviser Edition;and C132'm-2009,Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A232111-2009 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Init. AIA Document B132T —2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAI Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA6 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) 4.1.2 Multiple preliminary designs 4.1.3 Measured drawings 4.1.4 Existing facilities surveys 4.1.5 Site evaluation and planning(B203Tm-2007) 4.1.6 Building information modeling E202Tm-2008 4.1.7 Civil engineering 4.1.8 Landscape design 4.1.9 Architectural interior design B252TM-2007 4.1.10 Value analysis B204Tm-2007 4.1.11 Detailed cost estimating 4.1.12 On-site project representation B207Tm--2008 4.1.13 Conformed construction documents 4.1.14 As-designed record drawings 4.1.15 As-constructed record drawings 4.1.16 Post occupancy evaluation 4.1.17 Facility support services(13210Tm-2007) 4.1.18 Tenant-related services 4.1.19 Coordination of Owner's consultants 4.1.20 Telecommunications/data design 4.1.21 Security evaluation and planning(B206Tm-2007) 4.1.22 Commissioning 13211T14-2007 4.1.23 Extensive environmentally responsible design 4.1.24 LEED1�certification(B214TM-2012 4.1.25 Historic preservation B205TK-2007 §4.1.26 Furniture,furnishings,and equipment design B253TM-2007 §4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility,if not further described in an exhibit attached to this document. §4.3 Additional Services may be provided after execution of this Agreement,without invalidating the Agreement. Except for services required due to the fault of the Architect,any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. §4.3.1 Upon recognizing the need to perform the following Additional Services,the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need.The Architect shall not proceed to provide additional services including but not necessarily limited to,the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information,previous instructions or recommendations given by the Construction Manager or the Owner,or approvals given by the Owner,or a material change in the Project including,but not limited to,size,quality,complexity,building systems,the Owner's schedule or budget for Cost of the Work,constructability considerations,procurement or delivery method,or bid packages in addition to those listed in Section 1.1.6; .2 Making revisions in Drawings, Specifications,or other documents(as required pursuant to Section 6.7),when such revisions are required because the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget,except where such excess is due to changes initiated by the Architect in scope,capacities of basic systems,or the kinds and quality of materials, finishes or equipment; .3 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives,such as unique system designs,in-depth material research,energy modeling,or LEED® certification; .4 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes,laws or regulations or official interpretations; AIA Document 61321m—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAx Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any portion of it,may 14 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) .5 Services necessitated by decisions of the Owner or Construction Manager not rendered in a timely manner or any other failure of performance on the part of the Owner,Construction Manager or the Owner's other consultants or contractors; .6 Preparing digital data for transmission to the Owner's consultants and contractors,or to other Owner authorized recipients; .7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner or Construction Manager; .8 Preparation for,and attendance at,a public presentation,meeting or hearing; .9 Preparation for,and attendance at a dispute resolution proceeding or legal proceeding,except where the Architect is party thereto; .10 Evaluation of the qualifications of bidders or persons providing proposals; Al Consultation concerning replacement of Work resulting from fire or other cause during construction;or .12 Assistance to the Initial Decision Maker,if other than the Architect. (Paragraphs deleted) §4.3.4 If the services covered by this Agreement have not been completed within ten(10)months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES §5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project,including a written program which shall set forth the Owner's objectives,schedule,constraints and criteria,including space requirements and relationships,flexibility, expandability,special equipment,systems and site requirements.Within 15 days after receipt of a written request from the Architect,the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate,give notice of or enforce lien rights. §5.2 The Owner shall retain a Construction Manager to provide services,duties and responsibilities as described in AIA Document C 132-2009,Standard Form of Agreement Between Owner and Construction Manager.The Owner shall provide the Architect a copy of the executed agreement between the Owner and the Construction Manager,and any further modifications to the agreement. §5.3 The Owner shall furnish the services of a Construction Manager that shall be responsible for creating the overall Project schedule.The Owner shall adjust the Project schedule,if necessary,as the Project proceeds. §5.4 The Owner shall establish and periodically update the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Section 6.1,(2)the Owner's other costs,and(3)reasonable contingencies related to all of these costs.The Owner shall furnish the services of a Construction Manager that shall be responsible for preparing all estimates of the Cost of the Work.If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Architect and the Construction Manager. The Owner and the Architect,in consultation with the Construction Manager,shall thereafter agree to a corresponding change in the budget for the Cost of the Work or in the Project's scope and quality. §5.4.1 The Owner acknowledges that accelerated,phased or fast-track scheduling provides a benefit,but also carries with it associated risks. Such risks include the Owner incurring costs for the Architect to coordinate and redesign portions of the Project affected by procuring or installing elements of the Project prior to the completion of all relevant Construction Documents,and costs for the Contractor to remove and replace previously installed Work.If the Owner selects accelerated,phased or fast-track scheduling,the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. §5.5 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project.The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. §5.6 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;designated wetlands; AIA Document B132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAI Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA" Document,or any portion of it,may 15 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site; locations,dimensions and necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade,including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. §5.7 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. §5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants.The Owner shall furnish the services of consultants other than those designated in this Agreement or authorize the Architect to furnish them as an Additional Service,when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project.The Owner shall require that its consultants maintain professional liability insurance and other liability insurance as appropriate to the services provided. §5.9 The Owner shall furnish tests,inspections and reports required by law or the Contract Documents,such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. §5.10 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. §5.11 The Owner shall provide prompt written notice to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in the Project,including errors,omissions or inconsistencies in the Architect's Instruments of Service. §5.12 Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized,the Owner shall endeavor to communicate with the Contractor through the Construction Manager,and shall contemporaneously provide the same communications to the Architect about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. §5.13 Before executing the Contract for Construction,the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement.The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor,including the General Conditions of the Contract for Construction. §5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Construction Manager and Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK—not applicable at the time of execution. §6.1 For purposes of this Agreement,the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the contractors' general conditions costs, overhead and profit.The Cost of the Work includes the compensation of the Construction Manager and Construction Manager's consultants during the Construction Phase only,including compensation for reimbursable expenses at the job site,if any.The Cost of 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. §6.2 The Owner's budget for the Cost of the Work is provided in Initial Information,and may be adjusted throughout the Project as required under Sections 5.4 and 6.4. Evaluations of the Owner's budget for the Cost of the Work represent the Architect's judgment as a design professional. §6.3 The Owner shall require the Construction Manager to include appropriate contingencies for design,bidding or negotiating,price escalation,and market conditions in estimates of the Cost of the Work.The Architect shall be entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Construction Manager AIA Document 813214—2009.Copyright 1992 and 2009 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 AIA°l Document,or any portion of it,may 16 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) prepares as the Architect progresses with its Basic Services.The Architect shall prepare,as an Additional Service, revisions to the Drawings,Specifications or other documents required due to the Construction Manager's inaccuracies or incompleteness in preparing cost estimates.The Architect may review the Construction Manager's estimates solely for the Architect's guidance in completion of its services,however,the Architect shall report to the Owner any material inaccuracies and inconsistencies noted during any such review. §6.3.1 If the Architect is providing detailed cost estimating services as an Additional Service,and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates,the Architect and the Construction Manager shall work cooperatively to conform the cost estimates to one another. §6.4 If,prior to the conclusion of the Design Development Phase,the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,the Architect, in consultation with the Construction Manager,shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget,and the Owner shall cooperate with the Architect in making such adjustments. §6.5 If the estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner's budget for the Cost of the Work,the Owner shall A give written approval of an increase in the budget for the Cost of the Work; .2 in consultation with the Architect and Construction Manager,revise the Project program,scope,or quality as required to reduce the Cost of the Work;or .3 implement any other mutually acceptable alternative. §6.6 If the Owner chooses to proceed under Section 6.5.2,the Architect,without additional compensation,shall incorporate the required modifications in the Construction Documents Phase as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Design Development Phase Services,or the budget as adjusted under Section 6.5.1.The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility as a Basic Service under this Article 6. §6.7 After incorporation of modifications under Section 6.6,the Architect shall,as an Additional Service,make any required revisions to the Drawings, Specifications or other documents necessitated by subsequent cost estimates that exceed the Owner's budget for the Cost of the Work,except when the excess is due to changes initiated by the Architect in scope,basic systems,or the kinds and quality of materials,finishes or equipment. ARTICLE 7 COPYRIGHTS AND LICENSES §7.1 The Architect and the Owner warrant that in transmitting Instruments of Service,or any other information,the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project.If the Owner and Architect 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. §7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications,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 Architect and the Architect's consultants. §7.3 Upon execution of this Agreement,the Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing,using,maintaining,altering and adding to the Project,provided that the Owner substantially performs its obligations,including prompt payment of all sums when due,under this Agreement.The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor,Construction Manager,Subcontractors,Sub-subcontractors,and material or equipment suppliers,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 or construction for the Project.If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4,the license granted in this Section 7.3 shall terminate. AIA Document 131 32T —2009.Copyright 1992 and 2009 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 AIAR Document,or any portion of it,may 17 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service,the Owner releases the Architect and Architect's consultant(s)from all claims and causes of action arising from such uses.The Owner,to the extent permitted by law,further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses,including the cost of defense,related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1.The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. §7.4 Except for the licenses granted in this Article 7,no other license or right shall be deemed granted or implied under this Agreement.The Owner shall not assign,delegate, sublicense,pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect.Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. ARTICLE 8 CLAIMS AND DISPUTES §8.1 General §8.1.1 The Owner and Architect shall commence all claims and causes of action,whether in contract,tort,or otherwise,against the other arising out of or related to this Agreement in accordance with the requirements of the method of dispute resolution selected in this Agreement within the period specified by applicable law. §8.1.2 Indemnification Architect agrees to indemnify and hold harmless the City of Aspen, its officers, employees, insurers,and self-insurance pool,from and against all liability,claims,and demands,on account of injury,loss,or damage, including without limitation claims arising from bodily injury,personal injury,sickness,disease,death,property loss or damage,or any other loss of any kind whatsoever,which arise out of or are in any manner connected with this contract,to the extent and for an amount represented by the degree or percentage such injury,loss,or damage is caused in whole or in part by,or is claimed to be caused in whole or in part by,the wrongful act,omission,error,professional error,mistake, negligence,or other fault of the Architect,any subcontractor of the Architect,or any officer,employee,representative,or agent of the Architect or of any subcontractor of the Architect,or which arises out of any workmen's compensation claim of any employee of the Architect or of any employee of any subcontractor of the Architect. The Architect agrees to investigate,handle,respond to,and to provide defense for and defend against,any such liability,claims or demands at the sole expense of the Architect,or at the option of the City,agrees to pay the City or reimburse the City for the defense costs incurred by the City in connection with,any such liability,claims,or demands.If it is determined by the final judgment of a court of competent jurisdiction that such injury,loss,or damage was caused in whole or in part by the act,omission,or other fault of the City,its officers,or its employees,the City shall reimburse the Architect for the portion of the judgment attributable to such act,omission,or other fault of the City,its officers,or employees. §8.1.3 The Architect and Owner waive consequential damages for claims,disputes or other matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination of this Agreement,except as specifically provided in Section 9.7. (Paragraph deleted) §8.2 Mediation §8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement may be subject to mediation as a condition precedent to dispute resolution.If such matter relates to or is the subject of a lien arising out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by dispute resolution. §8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation 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 a complaint or other appropriate demand for dispute resolution but,in such event,mediation shall proceed in advance of dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section,the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. AIA Document 131 32T—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAx Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA* Document,or any portion of it,may 18 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 15:55 14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. §8.2A If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of dispute resolution shall be the following: (Check the appropriate box.If the Owner and Architect do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a dispute resolution method other than:litigation, the dispute will be resolved in a court of competent jurisdiction) [ ] Arbitration pursuant to Section 8.3 of this Agreement [X] Litigation in a court of competent jurisdiction [ ] Other: (Specify) §8.3 Arbitration §8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement any claim, dispute or other matter in question arising out of or related to this Agreement subject to,but not resolved by,mediation shall be subject to arbitration which shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement,unless the parties mutually agree otherwise.A demand for arbitration shall be made in writing,delivered to the other party to this Agreement,and filed with the person or entity administering the arbitration. §8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations.For statute of limitations purposes,receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim,dispute or other matter in question. §8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. §8.3.3 The award rendered by the arbitrator(s)shall be final,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. §8.3.4 Consolidation or Joinder §8.3.4.1 Either party,at its sole discretion,may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that(1)the arbitration agreement governing the other arbitration permits consolidation,(2)the arbitrations to be consolidated substantially involve common issues of law or fact,and (3)the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). §8.3.4.2 Either party,at its sole discretion,may include by joinder persons or entities substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration,provided that the party sought to be joined consents in writing to such joinder.Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim,dispute or other matter in question not described in the written consent. §8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 8.3,whether by joinder or consolidation,the same rights of joinder and consolidation as the Owner and Architect under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION §9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement,such failure shall be considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement.If the Architect elects to suspend services,the Architect shall give AIA Document B1 32T"—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA11 Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA11 Document,or any portion of it,may 19 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 t software at 15 55,14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) seven days' written notice to the Owner before suspending services. In the event of a suspension of services,the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. §9.2 If the Owner suspends the Project,the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. §9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect,the Architect may terminate this Agreement by giving not less than seven days'written notice. §9.4 Either party may terminate this Agreement upon not less than seven days'written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. §9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. §9.6 In the event of termination not the fault of the Architect,the Architect shall be compensated for services performed prior to termination,together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. §9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated. §9.8 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS §10.1 This Agreement shall be governed by the law of the place where the Project is located,except that if the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern Section 8.3. §10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232-2009,General Conditions of the Contract for Construction. §10.3 The Owner and Architect,respectively,bind themselves,their agents,successors,assigns and legal representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. §10.4 If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender,the Architect shall execute all such consents that are consistent with this Agreement,provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution.The Architect shall not be required to execute certificates or consents that would require knowledge,services or responsibilities beyond the scope of this Agreement. §10.5 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 Architect. §10.6 Unless otherwise required in this Agreement,the Architect shall have no responsibility for the discovery, presence,handling,removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project site. AIA Document 6132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAO Document is [nit. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may 20 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the completed Project to make such representations. However,the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. §10.8 If the Architect 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,(3)its consultants and contractors whose contracts include similar restrictions on the use of confidential information,or(4)pursuant to court order or other applicable law,including but not limited to the Colorado Open Records Act(CORA),C.R.S. Section 24-72-200.1 et seq. ARTICLE 11 COMPENSATION §11.1 For the Architect's Basic Services described under Article 3,the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.) See 359 Design's proposal submitted in response to 2019-50681 Architectural Services for Water Place Phase II. §11.2 For Additional Services designated in Section 4.1,the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation. If necessary, list spec,ic services to which particular methods of compensation apply) Additional services shall be paid on an hourly basis and mutually agreed upon before work commences. §11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3, the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation.) Additional Services shall be added by Addendum to this Agreement. §11.4 Compensation for Additional Services of the Architect's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Architect plus NA percent(NA%),or as otherwise stated below: Not applicable at the time of execution. §11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work,the compensation for each phase of services shall be as follows: Concept Design $61,420 percent ( 100 %) Schematic Design Phase $101,940 percent ( 100 %) Design Development Phase P1 $81,345 100 %) (Rows deleted) Design Development Phase P2 $75,885 100 %) Public Outreach 35,217 30 %) Total Basic Compensation $355,807 percent ( 100 %) The Owner acknowledges that with an accelerated Project delivery or multiple bid package process,the Architect may be providing its services in multiple Phases simultaneously.Therefore,the Architect shall be permitted to invoice monthly in proportion to services performed in each Phase of Services,as appropriate. §11.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not constructed,compensation for those portions of the Project shall be payable to the extent services are AIA Document B132TM—2009.Copyright 1992 and 2009 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 AIA" Document,or any portion of it,may 21 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) performed on those portions, in accordance with the schedule set forth in Section 11.5 based on(1)the lowest bona fide bid or negotiated proposal,or(2)if no such bid or proposal is received,the most recent estimate of the Cost of the Work prepared by the Construction Manager for such portions of the Project.The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. §11.7 The hourly billing rates for services of the Architect and the Architect's consultants,if any,are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants'normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) See Exhibit B 359 Design proposal submitted for Architectural Services for Water Place Phase 11 request for proposals. Employee or Category Rate($0.00) §11.8 Compensation for Reimbursable Expenses §11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project,as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services,dedicated data and communication services,teleconferences,Project Web sites,and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing,reproductions,plots,standard form documents; .5 Postage,handling and delivery; .6 Expense of overtime work requiring higher than regular rates,if authorized in advance by the Owner; .7 Renderings,models,mock-ups,professional photography,and presentation materials requested by the Owner; .8 .9 .10 .11 Other similar Project-related expenditures approved in advance by the Owner. §11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus five percent(5%)of the expenses incurred. §11.9 Compensation for Use of Architect's Instruments of Service If the Owner terminates the Architect for its convenience under Section 9.5,or the Architect terminates this Agreement under Section 9.3,the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing,using and maintaining the Project as follows: §11.10 Payments to the Architect §11.10.1 An initial payment of Thirty Thousand Dollars($30,000.00)shall be made upon execution of this Agreement and is the minimum payment under this Agreement. §11.10.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. Payments are due and payable Net 30 of the Architect's approved invoice.Amounts unpaid on undisputed invoices thirty(30)days after the received date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon) 1.5%monthly §11.10.3 Records of Reimbursable Expenses,expenses pertaining to Additional Services,and services performed on the basis of hourly rates shall be submitted to the Owner monthly. AIA Document B1 32T"—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA11 Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAx Document,or any portion of it,may 22 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) (Paragraph deleted) ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 12.1 The Project shall be designed to be a functionally complete project,conforming to the Aspen Energy Conservation Standards,and the Aspen/Pitkin County Efficient Building Program Regulations and Checklist. § 12.2 Site Snow Management Architect acknowledges that the Project is to be built and maintained in an area of heavy seasonal snowfalls. General site snow removal and designated snow storage areas shall be addressed within the design of the project.The site must be designed maximize snow storage on the site. Designer shall demonstrate,no later than the Schematic Design stage,its approach to snow maintenance and snow storage issues. § 12.3 Roof Snow Management Architect acknowledges that the Project is to be built and maintained in an area of heavy seasonal snowfalls. The Project must be designed to manage the accumulation of snow on roofs. Roofs must designed to hold and store snow until it melts naturally,or be shed from the roof into safe areas. Entrances to the buildings must be protected under eaves.Roofs shall be designed to minimize gutters and snowmelt systems and support structural snow loads. Architect shall demonstrate,no later than the Schematic Design stage,its approach to roof snow management issues. §12.4 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). §12.5 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. §12.6 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. Architect shall be,and shall perform as,an Independent Contractor who agrees to use his or her best efforts to provide the said services on behalf of the Owner. No agent,employee,or servant of Architect shall be,or shall be deemed to be,the employee,agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Architect. 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 Architect. Architect shall be solely and entirely responsible for its acts and for the acts of Architect's agents,employees,servants and consultants during the performance of this contract. Architect 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 Architect and/or Architect's employees engaged in the performance of the services agreed to herein. §12.7 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested,to: Owner: Architect City Manager 359 Design City of Aspen Will Hentschel 130 South Galena Street 3630 Osage With a copy to: James R.True,Esq. City Attorney 130 South Galena Street Aspen,Colorado 81611 §12.8 Non-Discrimination. No discrimination because of race,color,creed,sex,marital status,affectional or sexual AIA Document B132TM—2009.Copyright 1992 and 2009 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 AIA* Document,or any portion of it,may 23 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 t software at 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) orientation,family responsibility,national origin,ancestry,handicap,or religion shall be made in the employment of persons to perform services under this contract. Architect agrees to meet all of the requirements of Owner's municipal code, Section 13-98,pertaining to non-discrimination in employment. §12.9 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 Architect to which the same may apply and,until complete performance by Architect 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. §12.10 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 shall not be binding upon the Owner unless duly executed in accordance with the requirements of the Owner's municipal code by the Mayor of the City of Aspen,or a duly authorized official in his absence,following approval of City Council. §12.11 Illegal Aliens—CRS 8.17.5.101 &24-76.5-101 §12.11.1 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 new statutes relating to the employment of and contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions,including the Owner,from knowingly hiring an illegal alien to perform work under a contract,or to knowingly contract with a Consultant who knowingly hires with an illegal alien to perform work under the contract. The new laws also require that all contracts for services include certain specific language as set forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this new law. §12.11.2 Definitions. The following terms are defined in the new law and by this reference are incorporated herein and in any contract for services entered into with the Owner. .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 Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. §12.11.3 By signing this document,Consultant certifies and represents that at this time: .1 Consultant 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 Consultant 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. §12.11.4 Consultant hereby confirms that: .1 Consultant shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. AIA Document 13132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAx Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA* Document,or any portion of it,may 24 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) .2 Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant that the subconsultant shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. .3 Consultant 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 Consultant 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. §12.11.5 If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien,Consultant shall: A Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with an illegal alien; and .2 Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not stop employing or contracting with the illegal alien;except that Consultant shall not terminate the Public Contract for Services with the subconsultant if during such three days the subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with an illegal alien. §12.11.6 Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102(5),C.R.S. §12.11.7 If Consultant 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, Consultant shall be liable for actual damages to the Owner arising out of Consultant's violation of Subsection 8-17.5-102,C.R.S. §12.12 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. §12.13 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. §12.14 Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts,each of which shall be deemed an original,and all of which together shall constitute one agreement binding on the Parties,notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore,each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder,may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record,or a paper copy of an electronic documents,or a paper copy of a document bearing an electronic signature,on the grounds that it is an electronic record or electronic signature or that it is not in its original form or is not an original. ARTICLE 13 SCOPE OF THE AGREEMENT §13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect 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 Architect. In addition,provisions specified herein as "not applicable at the time of execution"are not applicable to the work contemplated in this agreement. Such AIA Document B132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA11 Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAx Document,or any portion of it,may 25 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) provisions may be adopted by the parties and applicable to this agreement by a written instrument signed by both parties. §13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B 132Tm-2009,Standard Form Agreement Between Owner and Architect,Construction Manager as Adviser Edition .2 AIA Document E201TM-2007,Digital Data Protocol Exhibit,if completed,or the following: NA 3 (Paragraphs deleted) Other documents: (List other documents, if anv, including additional scopes of service forming part of the Agreement) • 2019-50681 Request for Proposal Documents for Architectural Services for Water Place Housing Phase II • 359 Design LLC Proposal for Architectural Services for Water Place Housing Phase II This Agreement is entered into as of the day and year first written above. OWNER(Signature) ARCHITECT(Signature) Sara Ott, Interim City Manager Will Hentschel, (Printed name and title) (Printed name and title) City Manager City of Aspen 130 South Galena Street Aspen,Colorado 81611 With a copy to: James R. True, Esq. City Attorney 130 South Galena Street Aspen,Colorado 81611 AIA Document B132TM—2009.Copyright 1992 and 2009 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 AIA" Document,or any portion of it,may 26 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 t software at 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) provisions may be adopted by the parties and applicable to this agreement by a written instrument signed by both parties. §13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document B132TM-2009,Standard Form Agreement Between Owner and Architect,Construction Manager as Adviser Edition .2 AIA Document E20ITm-2007,Digital Data Protocol Exhibit,if completed,or the following: NA 3 (Paragraphs deleted) Other documents: (List other documents, if any, including additional scopes of service forming part of the Agreement.) • 2019-50681 Request for Proposal Documents for Architectural Services for Water Place Housing Phase II • 359 Design LLC Proposal for Architectural Services for Water Place Housing Phase II This Agreement is entered into as of the day and year first written above. OWNER(Signature) ARCHITECT(.Signature) Sara Ott,Interim City Manager Will Hentschel, 359 Design, Its Manager (Printed name and title) (Printed name and title) City Manager City of Aspen 130 South Galena Street Aspen,Colorado 81611 With a copy to: James R.True,Esq. City Attorney 130 South Galena Street Aspen,Colorado 81611 AIA Document B132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAI Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAI Document,or any portion of it,may 26 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 t software at 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) Additions and Deletions Report for AIA Document 8132"m— 2009 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 15:55:14 ET on 06/20/2019. PAGE 1 AGREEMENT made as of the 24th day of June in the year 2019 City of Aspen Capital Asset Department 130 South Galena Street Aspen,CO 81611 359 Design Attn: Will Hentschel 3630 Osage Denver,CO 81611 2019-50681 Water Place Phase II—Architect/Design Services TBD Aspen,CO 81611 Design and deliver three different conceptual designs for City Council to review.The designs need to take into consideration low maintenance cost,high sustainability standards,and a livable design that fit the community texture in the surrounding areas. Unit size and mix will be determined through investigative meetings with the City of Aspen stakeholder team.At a minimum,all units will meet APHCA requirements for size and amenities.While modular construction is the City's preference,we understand logistical constraints in the mountain market.We are very committed to the efficiencies and sustainability of panelized, palletized,and modular construction and we would like to keep modular construction as a target, understanding that at 100%Schematic Design,the team will evaluate the project and decide construction systems with which to move forward. Concept One Group,Inc. Attn: Jack Wheeler 1319 Wald Circle Carbondale,CO 81623 970-456-6470 PAGE 3 The City will pursue a collaborative project development team including design services program management and owner's agent as advisor services. The early formation of the group provides an open and collaborative process Additions and Deletions Report for AIA Document 6132TM—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIAI Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAI 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08121/2019,and is not for resale. User Notes: (1093618289) involving_input from all parties—designers understand the ramifications of decisions when they are made,decisions are not made solely on a design but first allows for cost feedback and early total project cost commitments. Unknown at this time of execution. The Cost of Work for the project has not been estimated at the time of execution of this agreement. Programmatic Design Package 14 weeks 100%Schematic Design Package 12 weeks Public Outreach,Initial Public Hearings 12 weeks NA PAGE 4 NA [X One Contractor §1.1.6 The Owner's requirements for accelerated or fast-track scheduling,multiple bid packages,or phased construction are set forth below: NA See Exhibit B Proposal Submitted by 359 Design,Inc. and Exhibit C Request for Proposals 2019-50681. Concept One Group,Inc. Jack Wheeler 1319 Wald Circle Carbondale,CO 81623 970-456-6470 wheeler@,conceptonegroup.com §1.1.9 The persons or entities, in addition to the Owner's representative,who are required to review the Architect's submittals to the Owner are as follows: Not applicable at the time of execution. §1.1.10 The Owner will retain the following consultants: None at the time of execution other than the Construction Manager. However,the City retains the right to hire consultants as deemed necessary and/or for our own convenience. Not applicable at the time of execution. PAGE 5 Additions and Deletions Report for AIA Document B1 32T"—2009.Copyright 1992 and 2009 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" 2 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) Not applicable at the time of execution. Not applicable at the time of execution. Not applicable at the time of execution. Not applicable at the time of execution. See Exhibit B Proposal submitted by 359 Design LLC for 2019-50681 Architecture Services For Water Place Phase II (List name, legal status, address and other information) See Exhibit B Proposal submitted by 359 Design LLC §1.1.12.1 Consultants retained under Basic Services: Not applicable at the time of execution. Not applicable at the time of execution. Exhibit B Proposal submitted by 359 Design, Inc. and Exhibit C Request for Proposals 2019-50681 PAGE 6 §2.6.1 Comprehensive General Liability with policy limits of not less than Two Million dollars($2,000,000)for each occurrence and in the aggregate for bodily injury and property damage. §2.6.2 Automobile Liability covering owned and rented vehicles operated by the Architect with policy limits of not less than combined single limit and aggregate for bodily injury and property damage. §2.6.4 Workers' Compensation at statutory limits and Employers Liability with a policy limit of not less than One Million dollars($ 1,000,000). §2.6.5 Professional Liability covering the Architect's negligent acts,errors and omissions in its performance of professional services with policy limits of not less than(��Two Million Dollars($2,000,000)per claim and in the aggregate. §2.6.6 The Architect shall provide to the Owner acceptable certificates of insurance evidencing compliance with the requirements in this Seetion 2.6.this Section 2.6 prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance.The insurance policies required by this Section shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire without at least 30 days' prior written notice to the Owner. An additional certificate evidencing continuation of professional liability coverage shall be submitted with the final Application for Payment. Information concerning reduction of coverage on account of claims paid under the policy shall be furnished by the Architect with reasonable promptness. Additions and Deletions Report for AIA Document 8132" —2009.Copyright 1992 and 2009 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" 3 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) The certificates will show the Owner as an additional insured on the Comprehensive General Liability,Automobile Liability,umbrella or excess policies. 6 2.6.7 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$350,000.00 per person and$1,093,000 per occurrence)or any other rights,immunities,and protections provided by the Colorado Governmental Immunity Act Section 24-10-101 et sea.,C.R.S.,as from time to time amended,or otherwise available to Owner,its officers,or its employees. $2.6.8 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. 4 2.6.9 Deductible: The Architect shall pay any amounts not covered under these policies because of a deductible on the insurance policies provided by the Architect. §3.1 The Architect's Basic Services consist of those described in Article 3 as it applies to the work described in Exhibit B Proposal submitted by 359 Design Inc.and Exhibit C Request for Proposals 2019-50681,and include usual and customary structural,mechanical,and electrical engineering sen,iees. services,and/or as described in Exhibit B Proposal Submitted by 359 Design Inc.and Exhibit C Request for Proposals 2019-50681.Services not set forth in this Article 3 are Additional Services. PAGE 8 §3.4 Construction Documents Phase Services—Not applicable at the time of execution. PAGE 9 §3.5 Bidding or Negotiation Phase Services—Not Applicable at the time of execution. §3.5.2 Competitive Bidding—Not applicable at the time of execution. PAGE 10 §3.6 Construction Phase Services—not applicable at the time of execution. §3.6.2 Evaluations of the Work—not applicable at the time of execution. PAGE 11 §3.6.3 Certificates for Payment to Contractor —not applicable at the time of execution. §3.6.4 Submittals—not applicable at the time of execution. PAGE 12 §3.6.5 Changes in the Work —not applicable at the time of execution. Additions and Deletions Report for AIA Document B132r'"—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA1 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this ALAI 4 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §3.6.6 Project Completion —not applicable at the time of execution. ARTICLE 4 ADDITIONAL SERVICES—not applicable at the time of execution. PAGE 14 §4.3.1 Upon recognizing the need to perform the following Additional Services,the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide additional services including but not necessarily limited to,the following services until the Architect receives the Owner's written authorization: PAGE 15 4.3.2 To avoid delay in the ConstFuetien Phase,the.kr-ehiteet shall picovide the t;aliswing Additional Sen,iees,H666, the Owner-with reasonable pr-emptness,and explain the ffiets and eir-ou FiSe tO the need. if the Ownef subsequently detef:mines that all @F paF4s of these seFyiees i,the ow"er-shall give Pr-@MPt)A,F1!ten nattee to by theAr-ehiteet; .3 PFepaf:ing Change OFder-s,and Constfuetion Change Difeeti-ves!hat require evaltiatien of Gentmet pir-epesels and s of fangdataor-the« ffit:e« ar-evisienof Inst foments of Se...,:ee. .4 cvo�aac��:Sa��cicterlsive number eft'-raln3.�i--as-the-Initial rv@61 S}At«rMakvr 5 Evaluating substitutions proposed by the Owner,Constmetion Manage!F or-Cantr-aeter-and making • „b5L-.,,ent.• -to instpaments e f Sen,:ee r- ultiRg theFIB48 .. 0 days after-(1)the date of Substantial GemplPet-i-8-14-Of thl-Pe I.A.10Fk OF(2)the ankipated date of Substantial !`emplege« identified:n initial 14...mation .,h:ehe.,ef:: earlier-. . 4.3.3 The Afehiteet shall PFON'ide Canstfidetion Phase Sef-,,iees e*eeeding the limits set Cqf4h belew as Additienal Sen4ee,. When the limits hale,., ., ehe.l the A reh:teet hell nati f,the 0%,HeF: A ( )r-eYiews efeaeh Shep Dr-am,ing, Pf:eduet Data item,sample and sifflilar-submittals of the C-entmete .2 ( )visits!a the_site by the Aeh:teet ever-the du t:,n Of the PFOjeet du rng sonst]FUOl•OR (—)--IiispeOiOAS f '^ 0•4:0f1 of the- deteFminefinal--eampletion §4.3.4 If the services covered by this Agreement have not been completed within }ten 10 months of the date of this Agreement,through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. PAGE 16 §5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants.The Owner shall furnish the services of consultants other than those designated in this Agfeeinem-,—Agreement or authorize the Architect to furnish them as an Additional Service,when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project.The Owner shall require that its consultants maintain professional liability insurance and other liability insurance as appropriate to the services provided. Additions and Deletions Report for AIA Document 81321—2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIAt Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA' S 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) ARTICLE 6 COST OF THE WORK—not applicable at the time of execution. PAGE 18 §8.1.1 The Owner and Architect shall commence all claims and causes of action,whether in contract,tort,or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of bin4ing-dispute resolution selected in this Agreement within the period specified by applicable law,butiii any ease not Riere than 10 yeaFS after-the date of Substantial Completion of the WeAE.The Ownef:and.4 rehiteeo.vaive .law. §8.1.2 To the extent damages aFS GQVGFed by PFOPOFty ORGUMAGe,the Owner And AFGhetGO WaiVe all Fights against each they may have to the PFOGA-A-d-s- of mmh 0 RsuraMe as set feFth in AIA DeGument A232 2009, Geneiral Conditions of the , heFein.1ndemniflcation Architect agrees to indemnify and hold harmless the City of Aspen, its officers, employees, insurers and self-insurance pool,from and against all liability,claims,and demands,on account of injury,loss,or damage, including without limitation claims arising from bodilLinjury, personal injury, sickness,disease,death,property loss or damage or any other loss of any kind whatsoever,which arise out of or are in any manner connected with this contract,to the extent and for an amount represented by the degree or percentage such iniury,loss,or damage is caused in whole or in part by,or is claimed to be caused in whole or in part by,the wrongful act, omission,error,professional error, mistake, negligence or other fault of the Architect,any subcontractor of the Architect,or any officer,employee,representative,or agent of the Architect or of any subcontractor of the Architect,or which arises out of any workmen's compensation claim of any employee of the Architect or of any employee of any subcontractor of the Architect. The Architect agrees es to investigate handle respond to,and to provide defense for and defend against,any such liability,claims or demands at the sole expense of the Architect or at the option of the City,a egr es to pay the City or reimburse the City for the defense costs incurred by the City in connection with any such liability,claims,or demands.If it is determined by the final iudgment of a court of competent jurisdiction that such injury,loss,or damage was caused in whole or in part by the act,omission,or other fault of the City,its officers,or its employees,the City shall reimburse the Architect for the portion of the judgment attributable to such act,omission,or other fault of the City,its officers,or employees. §8.1.3 The Architect shall indemnify and hold the Owner-and the Owner-'sofficers „a employees t,,.fmio f, and against damages,losses a"d judgments ar-ising fEem elaims by third par-ties, ineluding reasonable atteffleys' fees and expenses r-eeever-able under-applieable!aw,but only to the extent they are eaused by the negligent aets eF emissions of Mehiteet's duty to indemni6,the Owner-under-this pr-eN,isiea shall be lifnited te the available pr-eeeeds of ilisur-aflee Bever-age:and Owner waive consequential damages for claims,disputes or other matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination of this Agreement,except as specifically provided in Section 9.7. 8.1.4 The Mehiteet and OwneF waive eensequential damages fbF elaims,disputes OF othef matter-s i out of or-r-elating to this kgr-eement.This im.uPaal waiver-is applieable,without limitation,to all eansequential damages due to either-paFt�,,'s tefminatien of this Agreement,e*eept as speei4eally pr-evided in Seetion 9.7. §8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall may be subject to mediation as a condition precedent to biig-dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by big-dispute resolution. §8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation 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 a complaint or other appropriate demand for bin4imag-dispute resolution but,in such event,mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed Additions and Deletions Report for AIA Document B132TM-2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIAI Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA` 6 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) pursuant to this section,the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. PAGE 19 §8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of big dispute resolution shall be the following: (Check the appropriate box. If the Owner and Architect do not select a method ol'binding dispute resolution below, or do not subsequently agree in writing to a bioiding-dispute resolution method other than litigation, the dispute will be resolved in a court orcompetent jurisdiction.) [X] Litigation in a court of competent jurisdiction PAGE 20 §9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise eempensated plus an amount fi r the A;:^h;.e .tiei ated. ^fi.on the value of the,sev.,ieesnot ^_r-nied by the Ar-^h get compensated. PAGE 21 §10.8 If the Architect 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 infoFmation.information,or(4)pursuant to court order or other applicable law,including but not limited to the Colorado Open Records Act(CORA),C.R.S. Section 24-72-200.1 et seq. See 359 Design's proposal submitted in response to 2019-50681 Architectural Services for Water Place Phase II. Additional services shall be paid on an hourly basis and mutually agreed upon before work commences. Additional Services shall be added by Addendum to this Agreement. §11.4 Compensation for Additional Services of the Architect's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Architect plus NA percent(NA%),or as otherwise stated below: Not applicable at the time of execution. Concept Design $61,420 percent 100 Schematic Design Phase $101,940 percent ( 100 %) Design Development Phase P1 $81,345 pet`eent ( 100 %) !`onst..uetion Tloetiments Ph.,..o pQr-eQitBidding or.Negotiation Phas-e --,* ,( oT G,.nstn,etion PhaseDesiyn $75,885 pef:sere 100 %) Development Phase P2 Public Outreach 35,217 300/6) Total Basic Compensation one] red percent ( 100 %) $355,807 Additions and Deletions Report for AIA Document 13732TM—2009.Copyright 1992 and 2009 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' 7 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) PAGE 22 See Exhibit B 359 Design proposal submitted for Architectural Services for Water Place Phase 11 request for proposals. .8 Ar-ehiteei's Consultani's expense of PY-4-Assi Anal liability insuFanee dedioawd Axohv;ively to this Project,or-the expense ef additional insur-anee eover-age or-limits if the Owner-requests such insur-anee in exress,.F that noFm.,llyeaf+ied by the AFehiteet' ,Rents; .9 All taxes levied an professional.._..._e„and on Feimbur-sable expenses; .10 Site o ffiee expenses;and .11 Other similar Project-related eyiYeaditures.expenditures approved in advance by the Owner. §11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus per-eet?t five percent(5%)of the expenses incurred. §11.10.1 An initial payment of(—Thirty Thousand Dollars($30,000.00 )shall be made upon execution of this Agreement and is the minimum payment under this Agreement.it shell be,._edited to the Owner-'s eeee,,.,t in the final invaiee. §11.10.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. Payments are due and payable Net 30 of the Architect's approved invoice. Amounts unpaid on undisputed invoices thirty(30)days after the inveive received date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. 1.5%monthly §11.10.3 The OwneF shall nat withhold affieunts t�ofn the Mehiteet's eempefisation t lit-J,OF liquidated unless the Mehiteet agrees or-has been found liable foF the afneunts in a binding dispute FeS0ltAi0fl pfeeeeding. Records of Reimbursable Expenses expenses pertaining to Additional Services and services performed on the basis of hourly rates shall be submitted to the Owner monthly. the basis of hour-15, ate shall be available to the Owne!F at Mutually PAGE 23 § 12.1 The Project shall be designed to be a functionally complete project,conforming to the Aspen Energy Conservation Standards and the Aspen/Pitkin County Efficient Building Program Regulations and Checklist. 6 12.2 Site Snow Management Architect acknowledges that the Project is to be built and maintained in an area of heavy seasonal snowfalls. General site snow removal and designated snow storage areas shall be addressed within the design of the project The site must be designed maximize snow storage on the site. Designer shall demonstrate,no later than the Schematic Design stage its approach to snow maintenance and snow storage issues. § 12.3 Roof Snow Management Architect acknowledges that the Project is to be built and maintained in an area of heavy seasonal snowfalls The Project must be designed to manage the accumulation of snow on roofs. Roofs must designed to hold and store snow until it melts naturally,or be shed from the roof into safe areas. Entrances to the buildings must be protected under eaves. Roofs shall be designed to minimize gutters and snowmelt systems and Additions and Deletions Report for AIA Document 13132T —2009.Copyright 1992 and 2009 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° 8 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) support structural snow loads. Architect shall demonstrate,no later than the Schematic Design stage its approach to roof snow management issues. 412.4 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, Thanks tg'ving Day,and Christmas week(12/25-1/1). §12.5 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. 12.6 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. Architect shall be,and shall perform as,an Independent Contractor who agrees to use his or her best efforts to provide the said services on behalf of the Owner. No agent,employee,or servant of Architect shall be,or shall be deemed to be,the employee,agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Architect. 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 Architect. Architect shall be solely and entirely responsible for its acts and for the acts of Architect's agents,employees,servants and consultants during the performance of this contract. Architect 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 Architect and/or Architect's employees engaged in the performance of the services agreed to herein. §12.7 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested,to: Owner: Architect City Manager 359 Design City of Aspen Will Hentschel 130 South Galena Street 3630 Osage With a copy to: James R.True,Esq. City Attorney 130 South Galena Street Aspen,Colorado 81611 §12.8 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. Architect agrees to meet all of the requirements of Owner's municipal code, Section 13-98,pertaining to non-discrimination in employment. §12.9 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 Architect to which the same may apply and,until complete performance by Architect 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. §12.10 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 shall not be binding upon the Owner unless duly executed in accordance with the requirements of the Owner's municipal code by the Mayor of the City of Aspen,or a duly authorized official in his absence,following approval of City Council. Additions and Deletions Report for AIA Document 13132TM—2009.Copyright 1992 and 2009 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' 9 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) §12.11 Illegal Aliens—CRS 8-17.5-101 &24-76.5-101 §12.11.1 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 new statutes relating to the employment of and contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions, including the Owner, from knowingly hiringan n illegal alien to perform work under a contract,or to knowingly contract with a Consultant who knowingly hires with an illegal alien to perforin work under the contract. The new laws also require that all contracts for services include certain specific language as set forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this new law. §12.11.2 Definitions. The following terms are defined in the new law and by this reference are incorporated herein and in any contract for services entered into with the Owner. .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 Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. §12.11.3 By signing this document,Consultant certifies and represents that at this time: .l Consultant 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 Consultant 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. §12.11.4 Consultant hereby confirms that: .l Consultant shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. .2 Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant that the subconsultant shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. .3 Consultant 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 Consultant 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. §12.11.5 If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien,Consultant shall: .1 Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with an illegal alien;and Additions and Deletions Report for AIA Document 13132TM—2009.Copyright 1992 and 2009 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 AIAa 10 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) .2 Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not stop employing or contracting with the illegal alien,except that Consultant shall not terminate the Public Contract for Services with the subconsultant if durinp,such three days the subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with an illegal alien. §12.11.6 Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102(5),C.R.S. §12.11.7 If Consultant 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, Consultant shall be liable for actual damages to the Owner arising out of Consultant's violation of Subsection 8-17.5-102,C.R.S. §12.12 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. §12.13 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. §12.14 Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts,each of which shall be deemed an original,and all of which together shall constitute one agreement binding on the Parties,notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore,each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder,may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record,or a pa ep r copy of an electronic documents,or a paper copy of a document bearing an electronic signature,on the grounds that it is an electronic record or electronic signature or that it is not in its original form or is not an original. PAGE 25 §13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect 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 Architect. In addition,provisions specified herein as "not applicable at the time of execution"are not applicable to the work contemplated in this agreement. Such provisions may be adopted by the parties and applicable to this agreement by a written instrument signed by both parties. PAGE 26 NA .3 AIA Poeument 9202TM 2008 Buil ing la f..cation Modeling Pr-oi eel G',.hibit :4'..0,v,pleted OF thO f 1 .Other documents: • 2019-50681 Request for Proposal Documents for Architectural Services for Water Place Housing Phase 11 Additions and Deletions Report for AIA Document B132TM —2009.Copyright 1992 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIAI Document;s protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAI 11 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) • 359 Design LLC Proposal for Architectural Services for Water Place Housing Phase 11 Z.---- r_� ' - /- �/ Sara Ott,Interim City Manager Will Hentschel, City Manager City of Aspen 130 South Galena Street Aspen,Colorado 81611 With a copy to: James R.True,Esq. City Attorney 130 South Galena Street Aspen,Colorado 81611 Additions and Deletions Report for AIA Document B132TM—2009.Copyright 1992 and 2009 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' 12 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (1093618289) Certification of Document's Authenticity AIA° Document D401 TM - 2003 I, ,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 15:55:14 ET on 06/20/2019 under Order No. 2783005221 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA',Document B 132TM—2009, Standard Folin of Agreement Between Owner and Architect, Construction Manager as Adviser Edition,as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401 TM—2003.Copyright©1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is 1 protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAI 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 15:55:14 ET on 06/20/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. (1093618289) User Notes: