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HomeMy WebLinkAboutresolution.council.073-19 RESOLUTION #73 (Series of 2019) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND PHIL VAUGHN CONTRUCTION MANAGEMENT, INC 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 construction management service providers to assist the City with oversight of the Wheeler Opera House Exterior Renovations and Infrastructure Improvements and; WHEREAS, the Evaluation Committee recommends the proposal and services of Phil Vaughn Construction Management, Inc., to provide Construction Manager as Advisor services and; WHEREAS, submitted to the City Council is Contract #2019-027 for Professional Services between the City of Aspen and Phil Vaughn Construction Management, Inc., a true and accurate copy of which is attached hereto as "Exhibit A." 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 Contract #2019-027 between the City of Aspen and Phil Vaughn Construction Management, Inc., and authorizes the City Manager to execute such contract, a copy of which are annexed hereto and incorporated herein, on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 26"' of August 2019. Torre, Mayor 1, 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 26°i of August 2019. inda Manning, Ci y Clerk `� /�� Document C132TM - 2009 Standard Form of Agreement Between Owner and Construction Manager as Adviser 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 B132T`"-2009,Standard Form of Agreement Between Owner and Architect,Construction Manager as Adviser Edition.^AIA Document A232T"'-2009 is adopted in this document by reference.Do not use with other general conditions unless this document is modified. Init. AIA Document C132T —2009(formerly B801 T"CMa—1992).Copyright©1973,1980,1992 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 AIAIDocument,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under I the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) �PIT Document C132TM - 2009 Standard Form of Agreement Between Owner and Construction Manager as Adviser 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 Owner: added information needed for its completion.The author may also City of Aspen have revised the text of the original Capital Asset Department AIA standard form.An Additions and 130 South Galena Street Deletions Report that notes added Aspen,CO 81611 information as well as revisions to the standard form text is available from and the Construction Manager: the author and should be reviewed.A vertical line in the left margin of this document indicates where the author Phil Vaughan Construction Management Inc. has added necessary information Rifle,CO 8166550 County 323 and where the author has added to or Rifle, 970-625-5350 deleted from the original AIA text. This document has important legal for the following Project: consequences.Consultation with an attorney is encouraged with respect Wheeler Opera House Phase 2 Exterior/Infrastructure Improvements to its completion or modification. Wheeler Opera House This document is intended to be used 320 E. Hyman Ave in conjunction with AIA Documents Aspen,CO 81611 A132Tm-2009,Standard Form of Agreement Between Owner and The Architect: Contractor,Construction Manager as (Name, legal status, address and other information) Adviser Edition;A232Tm-2009, General Conditions of the Contract Mills+Schnoering Architects,LLC for Construction,Construction 200 Forrestal Road, Suite 3A Manager as Adviser Edition;and Princeton,NJ 08540 B132Tm-2009,Standard Form of Agreement Between Owner and The Owner and Construction Manager agree as follows. Architect,Construction Manager as Adviser Edition.^AIA Document A232""-2009 is adopted in this document by reference.Do not use with other general conditions unless this document is modified. AIA Document C132' -2009(formerly B801 TMCMa-1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Inst. reserved.WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under / the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 SCOPE OF CONSTRUCTION MANAGER'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. (Paragraph deleted) §1.1.1 The Owner's program for the Project: (Paragraph deleted) Not Applicable at the time of execution. §1.1.2 The Project's physical characteristics: (Paragraph deleted) Wheeler Opera House,built in 1889,is located at 320 E. Hyman Avenue in Aspen CO and is a historic building that was added to the National Register of Historic Places in 1972. §1.1.3 The Owner's budget for the Cost of the Work,as defined in Section 6.1: (Paragraph deleted) Not applicable at the time of execution. §1.1.4 The Owner's anticipated design and construction schedule: 1 Design phase milestone dates, if any: Permit Issuance by April 1, 2020 .2 Commencement of construction: Construction&Closeout during period from April 13 —June 1, 2020 .3 Substantial Completion date or milestone dates: Not applicable at the time of execution. .4 Other: Not applicable at the time of execution. Init. AIA Document C132T"—2009(formerly B801 T"CMa—1992).Copyright©1973,1980,1992 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 2 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 1 the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §1.1.5 The Owner intends the following procurement method for the Project: (Paragraphs deleted)Obtain competitive bids on the basis of a Guaranteed Maximum Price from Contractors on 90% complete Construction Drawings,with allowances for uncovering unknown existing conditions. §1.1.6 The Owner's requirements for accelerated or fast-track scheduling,multiple bid packages,or phased construction are set forth below: (List number and type of bid/procurement packages.) Not applicable at the time of execution. §1.1.7 Other Project information: Construction Manager as Advisor Responsibilities Schematic Design(Preliminary Drawings) • Review and comment upon the A/E Team's investigation for existing conditions and verification of the accuracy of information provided to the Owner about existing conditions. • Provide recommendations on constructability, logistics,availability of materials and labor,time requirements for construction and factors related to the cost of the Project including costs of alternative design or materials,preliminary budgets and possible economies. • Review any alternative design concepts for a Preliminary Life Cycle Analysis. • Lead coordination of overall project schedule with updated procurement and construction schedule;provide Owner an updated analysis of long lead items and lead Value Engineering process. • The CMa shall provide overall facilitation,coordination,organization and direction of the integrated team; coordinate assignment of responsibilities,actions and completion requirements;coordinate and track integrated team's performance • Value engineering Design Development(Basic Drawings) • Provide Owner with final analysis and recommendation on construction systems;Lead performance checking of building systems from the Integrated Team's stakeholders • Coordinate alternative options for presentation to Owner • Design Development cost estimate-consideration of systems within desired budget;Monitor and Update Schedule;Coordinate and track integrated team's performance;Ensure compliance with project requirements • Overall facilitation,coordination,organization and direction of the integrated team • Package Bid documents and draft RFP for Initial General Contractor Guaranteed Maximum Price(GC GMP) review response and recommend in conjunction with project team • Value Engineering Construction Documents(Construction Drawings and Specifications) • Review all Drawings and Specifications and transmit them to the Owner for approval with recommendations; inform the Design Team and the Owner of the need for any changes in Project requirements or in construction materials,systems or equipment as the Drawings and Specifications are developed and of the need for any adjustments in the Detailed Estimate of Construction Costs and the Project Schedule. Upon approval of the Owner of any such changes or adjustments,the CMa,with the assistance of the Team,shall prepare a revised Detailed Estimate of Construction Cost or a revised Project Schedule,as applicable, incorporating such changes and adjustments. • Coordinate team input and facilitating team buy-in for overall project schedule and budget; 50%CD cost estimate;Monitor and Update schedule. • Coordinate complete information for legal requirements of project as it relates to the owner's procurement method;Package Bid documents for Initial General Contractor Guaranteed Maximum Price review response and recommend in conjunction with project team; Assist and manage procurement of miscellaneous Owner consultants as needed. • Overall facilitation,coordination,organization and direction of the integrated team • Lead the value engineering process to ensure highest value to the project Construction Administration&Closeout • Overall facilitation,coordination,organization and direction of the team;Document control and management • Inspect the work of each Contractor for defective work AIA Document C132TM—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 3 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 t the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) • Record the progress of the Project and provide written reports to the Owner on a monthly basis unless otherwise agreed in writing. Such reports shall include,without limitation,information about variations between actual and budgeted or estimated costs and information on each Contractor's Work,as well as completion status on the entire Project,showing percentages of completion. • Review,monitor and report on schedule including without limitation,phasing or construction,tithes for commencement and completion required of each Contractor,ordering and delivery of materials requiring long lead-time. • Schedule,conduct and participate in preconstruction,progress,quality control&assurance and special meetings to discuss procedures,progress,problems and scheduling. • Advise and consult with Owner during the Construction Phase as to the need for any special testing, inspections or approval of work on the Project. • Receive,review for completeness and responsiveness the Contractor's submittals such as Shop Drawings, Product Data and Samples. • Recommend necessary or desirable changes; review any Bulletins;review Contractor proposals and submit recommendations thereon to Owner;assist in negotiating Change Orders. • Provide general cost accounting records;Provide monthly progress reports on budget,cost,schedule and risk • Review and recommend for approval,modification or rejection the amounts shown on Contractor's Applications for Payment • Oversight of the General Contractor, Architect and mise contracts;Punch List;Final Inspection;transmit keys/manuals/the originals of any guarantees,warranties,releases,bonds and waivers to the Owner; check out of utilities and of operations systems and equipment for readiness,initial start-up and testing. • Review the As-Built Drawings and verify through observations during the progress of the Project,detail the actual construction of the Project. §1.1.8 The Owner identifies the following representative in accordance with Section 5.5: (List name, address and other information.) City of Aspen Capital Asset Department 130 South Galena Street Aspen,Colorado 81611 Phone: 970-429-1789 Email: Robert.Schober@cityofaspen.com §1.1.9 The persons or entities, in addition to the Owner's representative,who are required to review the Construction Manager's submittals to the Owner are as follows: Not applicable at the time of execution. §1.1.10 Unless provided by the Construction Manager,the Owner will retain the following consultants and contractors: (Paragraphs deleted) Not applicable at the time of execution. §1.1.11 The Construction Manager identifies the following representative in accordance with Section 2.4: (Paragraphs deleted) Not applicable at the time of execution. §1.1.12 The Construction Manager's staffing plan as required under Section 3.3.2 shall include: Init. AIA Document C132T —2009(formerly 13801 TMCIMa—1992).Copyright©1973,1980,1992 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 4 this AIA01 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under / the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) (Paragraph deleted) Not applicable at the time of execution. §1.1.13 The Construction Manager's consultants retained under Basic Services, if any: (Paragraphs deleted) Not applicable at the time of execution. §1.1.14 The Construction Manager's consultants retained under Additional Services: Not applicable at the time of execution. §1.1.15 Other Initial Information on which the Agreement is based: PVCM Inc.,response City of Aspen Project#2019-027 Request for Proposals dated April 22,2019. §1.2 The Owner and Construction Manager may rely on the Initial Information.Both parties,however,recognize that such information may materially change and,in that event,the Owner and the Construction Manager shall appropriately adjust the schedules,the Construction Manager's services and the Construction Manager's compensation. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES §2.1 The Construction Manager shall provide the services as set forth in this Agreement. §2.2 The Construction Manager shall perform its services consistent with the skill and care ordinarily provided by construction managers practicing in the same or similar locality under the same or similar circumstances. The Construction Manager shall perform its services as expeditiously as is consistent with such skill and care and the orderly progress of the Project. §2.3 The Construction Manager shall provide its services in conjunction with the services of an Architect as described in AIA Document B 132Tm-2009,Standard Form of Agreement Between Owner and Architect,Construction Manager as Adviser Edition.The Construction Manager shall not be responsible for actions taken by the Architect. §-2.4 The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. §2.5 Except with the Owner's knowledge and consent,the Construction Manager shall not engage in any activity,or accept any employment,interest or contribution that would reasonably appear to compromise the Construction Manager's judgment with respect to this Project. §2.6 The Construction Manager 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 Construction Manager normally maintains,the Owner shall reimburse the Construction Manager for any additional cost. §2.6.1 Comprehensive General Liability with policy limits of not less than Two Million Dollars($2,000,000)for each occurrence and in the aggregate for bodily injury and property damage. §2.6.2 Automobile Liability covering owned and rented vehicles operated by the Construction Manager with policy limits of not less than One Million Dollars($ 1,000,000)combined single limit and aggregate for bodily injury and property damage. §2.6.3 The Construction Manager 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). AIA Document C132TM—2009(formerly B801 T CMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA11 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 5 this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §2.6.5 Professional Liability covering the Construction Manager's negligent acts,errors and omissions in its performance of services with policy limits of not less than Two Million Dollars (S 2,000,000)per claim and in the aggregate. §2.6.6 The Construction Manager shall provide to the Owner certificates of insurance evidencing compliance with the requirements in this Section 2.6.The certificates will show the Owner as an additional insured on the Comprehensive General Liability, Automobile Liability,umbrella or excess policies. ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES §3.1 Definition The Construction Manager's Basic Services consist of those described in Sections 3.2 and 3.3 and include usual and customary construction coordination and scheduling,constructability review,cost estimating,and allocation of construction activities among the Multiple Prime Contractors. §3.2 Preconstruction Phase—Not applicable at the time of execution §3.2.1 The Construction Manager shall review the program furnished by the Owner and any evaluation of the Owner's program provided by the Architect,to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner and Architect. §3.2.2 The Construction Manager shall provide a preliminary evaluation of the Owner's program,schedule and construction budget requirements,each in terms of the other. §3.2.3 The Construction Manager shall prepare,and deliver to the Owner,a written Construction Management Plan that includes,at a minimum,the following: (1)preliminary evaluations required in Section 3.2.2,(2)a Project schedule,(3)cost estimates,(4)recommendations for Project delivery method,and(5)Contractors'scopes of Work,if multiple Contractors or fast-track construction will be used. The Construction Manager shall periodically update the Construction Management Plan over the course of the Project. §3.2.4 Based on preliminary design and other design criteria prepared by the Architect,the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area,volume or similar conceptual estimating techniques for the Architect's review and Owner's approval. If the Architect suggests alternative materials and systems,the Construction Manager shall provide cost evaluations of those alternative materials and systems and may also provide its own suggestions. §3.2.5 The Construction Manager shall expeditiously review design documents during their development and advise the Owner and Architect on proposed site use and improvements, selection of materials,and building systems and equipment.The Construction Manager shall also provide recommendations to the Owner and Architect on constructability,availability of materials and labor, sequencing for phased construction,time requirements for procurement,installation and construction,and factors related to construction cost including,but not limited to,costs of alternative designs or materials,preliminary budgets,life-cycle data,and possible cost reductions. §3.2.6 The Construction Manager shall prepare and periodically update the Project schedule included in the Construction Management Plan for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Construction Manager's services,the Architect's services,other Owner consultants' services,and the Owner's responsibilities and highlight items that could affect the Project's timely completion. §3.2.7 As the Architect progresses with the preparation of the Schematic Design,Design Development and Construction Documents,the Construction Manager shall prepare and update,at appropriate intervals agreed to by the Owner,Construction Manager and Architect,estimates of the Cost of the Work of increasing detail and refinement. The Construction Manager shall include appropriate contingencies for design,bidding or negotiating,price escalation, and market conditions in the estimates of the Cost of the Work. Such estimates shall be provided for the Architect's review and the Owner's approval.The Construction Manager shall advise the Owner and Architect if it appears that the Cost of the Work may exceed the Owner's budget and make recommendations for corrective action. AIA Document C132TM—2009(formerly B801—CMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 6 this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §3.2.8 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents,the Construction Manager shall consult with the Owner and Architect and make recommendations whenever the Construction Manager determines that design details adversely affect constructability,cost or schedules. §3.2.9 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding the assignment of responsibilities for temporary Project facilities and equipment,materials and services for common use of the Contractors.The Construction Manager shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents. §3.2.10 The Construction Manager shall provide recommendations and information to the Owner regarding the allocation of responsibilities for safety programs among the Contractors. §3.2.11 The Construction Manager shall provide recommendations to the Owner on the division of the Project into individual Contracts for the construction of various categories of Work,including the method to be used for selecting Contractors and awarding Contracts. If multiple Contracts are to be awarded,the Construction Manager shall review the Drawings and Specifications and make recommendations as required to provide that(1)the Work of the Contractors is coordinated, (2)all requirements for the Project are assigned to the appropriate Contract, (3)the likelihood of jurisdictional disputes is minimized,and(4)proper coordination is provided for phased construction. §3.2.12 The Construction Manager shall update the Project schedule to include the components of the Work,including phasing of construction,times of commencement and completion required of each Contractor,ordering and delivery of products,including those that must be ordered well in advance of construction,and the occupancy requirements of the Owner. §3.2.13 The Construction Manager shall expedite and coordinate the ordering and delivery of materials, including those that must be ordered well in advance of construction. §3.2.14 The Construction Manager shall assist the Owner in selecting,retaining and coordinating the professional services of surveyors,special consultants and testing laboratories required for the Project. §3.2.15 The Construction Manager shall provide an analysis of the types and quantities of labor required for the Project and review the availability of appropriate categories of labor required for critical phases.The Construction Manager shall make recommendations for actions designed to minimize adverse effects of labor shortages. §3.2.16 The Construction Manager shall assist the Owner in obtaining information regarding applicable requirements for equal employment opportunity programs,and other programs as may be required by governmental and for quasi governmental authorities for inclusion in the Contract Documents. §3.2.17 Following the Owner's approval of the Drawings and Specifications,the Construction Manager shall update and submit the latest estimate of the Cost of the Work and the Project schedule for the Architect's review and the Owner's approval. §3.2.18 The Construction Manager shall submit the list of prospective bidders for the Architect's review and the Owner's approval. §3.2.19 The Construction Manager shall develop bidders' interest in the Project and establish bidding schedules. The Construction Manager,with the assistance of the Architect,shall issue bidding documents to bidders and conduct pre-bid conferences with prospective bidders.The Construction Manager shall issue the current Project schedule with each set of bidding documents. The Construction Manager shall assist the Architect with regard to questions from bidders and with the issuance of addenda. §3.2.20 The Construction Manager shall assist in receiving bids,prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. §3.2.21 The Construction Manager shall assist the Owner in preparing Construction Contracts and advise the Owner on the acceptability of Subcontractors and material suppliers proposed by Multiple Prime Contractors. AIA Document C132Tm—2009(formerly 13801T CMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 7 this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §3.2.22 The Construction Manager shall assist the Owner in obtaining building permits and special permits for permanent improvements,except for permits required to be obtained directly by the various Multiple Prime Contractors.The Construction Manager shall verify that the Owner has paid applicable fees and assessments.The Construction Manager shall assist the Owner and Architect in connection with the Owner's responsibility for filing documents required for the approvals of governmental authorities having jurisdiction over the Project. §3.3 Construction Phase Administration of the Construction Contract—Not applicable at the time of execution §3.3.1 Subject to Section 4.3,the Construction Manager's responsibility to provide Construction Phase Services commences with the award of the initial Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. §3.3.2 The Construction Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed. §3.3.3 The Construction Manager shall provide on-site administration of the Contracts for Construction in cooperation with the Architect 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 Construction Manager's services under this Agreement unless the Owner and the Construction Manager amend this Agreement. §3.3.4 The Construction Manager shall provide administrative,management and related services to coordinate scheduled activities and responsibilities of the Multiple Prime Contractors with each other and with those of the Construction Manager,the Owner and the Architect.The Construction Manager shall coordinate the activities of the Multiple Prime Contractors in accordance with the latest approved Project schedule and the Contract Documents. §3.3.5 Utilizing the construction schedules provided by the Multiple Prime Contractors,the Construction Manager shall update the Project schedule,incorporating the activities of the Owner,Architect,and Multiple Prime Contractors on the Project, including activity sequences and durations,allocation of labor and materials,processing of Shop Drawings,Product Data and Samples,and delivery and procurement of products,including those that must be ordered well in advance of construction. The Project schedule shall include the Owner's occupancy requirements showing portions of the Project having occupancy priority. The Construction Manager shall update and reissue the Project schedule as required to show current conditions. If an update indicates that the previously approved Project schedule may not be met,the Construction Manager shall recommend corrective action, if any,to the Owner and Architect. §3.3.6 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress,coordination,and scheduling of the Work. The Construction Manager shall prepare and promptly distribute minutes to the Owner,Architect and Multiple Prime Contractors. §3.3.7 Utilizing information from the Multiple Prime Contractors,the Construction Manager shall schedule and coordinate the sequence of construction and assignment of space in areas where the Multiple Prime Contractors are performing Work, in accordance with the Contract Documents and the latest approved Project schedule. §3.3.8 The Construction Manager shall schedule all tests and inspections required by the Contract Documents or governmental authorities,and arrange for the delivery of test and inspection reports to the Owner and Architect. §3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from each of the Multiple Prime Contractors. The Construction Manager shall recommend courses of action to the Owner when requirements of a Contract are not being fulfilled. §3.3.10 The Construction Manager shall monitor and evaluate actual costs for activities in progress and estimates for uncompleted tasks and advise the Owner and Architect as to variances between actual and budgeted or estimated costs. If the Contractor is required to submit a Control Estimate,the Construction Manager shall meet with the Owner and Contractor to review the Control Estimate.The Construction Manager shall promptly notify the Contractor if there are any inconsistencies or inaccuracies in the information presented. The Construction Manager shall also report the Contractor's cost control information to the Owner. §3.3.11 The Construction Manager shall develop cash flow reports and forecasts for the Project. AIA Document C732T —2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA" Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 8 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 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §3.3.12 The Construction Manager shall maintain accounting records on authorized Work performed under unit costs, additional Work performed on the basis of actual costs of labor and materials,and other Work requiring accounting records. §3.3.12.1 The Construction Manager shall develop and implement procedures for the review and processing of Applications for Payment by Multiple Prime Contractors for progress and final payments. §3.3.12.2 Not more frequently than monthly,the Construction Manager shall review and certify the amounts due the respective Contractors as follows: .1 Where there is only one Contractor responsible for performing the Work,the Construction Manager shall,within seven days after the Construction Manager receives the Contractor's Application for Payment,review the Application,certify the amount the Construction Manager determines is due the Contractor,and forward the Contractor's Application and Certificate for Payment to the Architect. .2 Where there are Multiple Prime Contractors responsible for performing different portions of the Project,the Construction Manager shall,within seven days after the Construction Manager receives each Contractor's Application for Payment: (1)review the Applications and certify the amount the Construction Manager determines is due each Contractor,(2)prepare a Summary of Contractors' Applications for Payment by summarizing information from each Contractor's Application for Payment,(3)prepare a Project Application and Certificate for Payment,(4)certify the total amount the Construction Manager determines is due all Multiple Prime Contractors collectively,and(5)forward the Summary of Contractors' Applications for Payment and Project Application and Certificate for Payment to the Architect. §3.3.12.3 The Construction Manager's certification for payment shall constitute a representation to the Owner,based on the Construction Manager's evaluations of the Work and on the data comprising the Contractors' Applications for Payment,that,to the best of the Construction Manager's knowledge,information and belief,the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Construction Manager.The issuance of a Certificate for Payment shall further constitute a recommendation to the Architect and Owner that the Contractor be paid the amount certified. §3.3.12.4 The certification of an Application for Payment or a Project Application for Payment by the Construction Manager shall not be a representation that the Construction Manager 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 for the Contractor's own Work,or procedures; (3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment;or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §3.3.13 The Construction Manager shall review the safety programs developed by each of the Multiple Prime Contractors solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for making recommendations to the Owner for any safety programs not included in the Work of the Multiple Prime Contractors.The Construction Manager's responsibilities for coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractor,Multiple Prime Contractors, Subcontractors,agents or employees of the Contractors or Multiple Prime Contractors or Subcontractors,or any other persons performing portions of the Work and not directly employed by the Construction Manager. §3.3.14 The Construction Manager shall determine in general that the Work of each Contractor is being performed in accordance with the requirements of the Contract Documents and notify the Owner,Contractor and Architect of defects and deficiencies in the Work.The Construction Manager shall have the authority to reject Work that does not conform to the Contract Documents and shall notify the Architect about the rejection.The failure of the Construction Manager to reject Work shall not constitute the acceptance of the Work. The Construction Manager shall record any rejection of Work in its daily log and include information regarding the rejected Work in its progress reports to the Architect and Owner pursuant to Section 3.3.20.1. Upon written authorization from the Owner,the Construction Manager may require and make arrangements for additional inspection or testing of the Work in accordance with the AIA Document C1321"—2009(formerly 13801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIAI Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 9 this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) provisions of the Contract Documents,whether or not such Work is fabricated, installed or completed, and the Construction Manager shall give timely notice to the Architect of when and where the tests and inspections are to be made so that the Architect may be present for such procedures. §3.3.15 The Construction Manager shall advise and consult with the Owner and Architect during the performance of its Construction Phase Services.The Construction Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement.The Construction Manager 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 of each of the Contractors,since these are solely the Contractor's rights and responsibilities under the Contract Documents. The Construction Manager shall not be responsible for a Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Construction Manager shall be responsible for the Construction Manager's negligent acts or omissions,but shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or Multiple Prime Contractors, Subcontractors,or their agents or employees,or any other persons or entities performing portions of the Work. §3.3.16 The Construction Manager shall transmit to the Architect requests for interpretations and requests for information of the meaning and intent of the Drawings and Specifications with its written recommendation,and assist in the resolution of questions that may arise. §3.3.17 The Construction Manager shall review requests for changes,assist in negotiating Contractors' proposals, submit recommendations to the Architect and Owner, and,if they are accepted,prepare Change Orders and Construction Change Directives that incorporate the Architect's modifications to the Contract Documents. §3.3.18 The Construction Manager shall assist the Initial Decision Maker in the review,evaluation and documentation of Claims,subject to Section 4.3.1.7. §3.3.19 Utilizing the submittal schedules provided by each Contractor,the Construction Manager shall prepare,and revise as necessary,a Project submittal schedule incorporating information from the Owner,Owner's consultants, Owner's separate contractors and vendors,governmental agencies,and all other participants in the Project under the management of the Construction Manager.The Project submittal schedule and any revisions shall be submitted to the Architect for approval.The Construction Manager shall promptly review all Shop Drawings, Product Data, Samples and other submittals from the Multiple Prime Contractors for compliance with the submittal requirements of the Contract,coordinate submittals with information contained in related documents,and transmit to the Architect those that the Construction Manager recommends for approval.The Construction Manager's actions shall be taken in accordance with the Project submittal schedule approved by the Architect,or in the absence of an approved Project submittal schedule,with such reasonable promptness as to cause no delay in the Work or in the activities of the Contractor,other Multiple Prime Contractors,the Owner,or the Architect. §3.3.20 The Construction Manager shall keep a daily log containing a record of weather, each Contractor's Work on the site,number of workers,identification of equipment,Work accomplished,problems encountered,and other similar relevant data as the Owner may require. §3.3.20.1 The Construction Manager shall record the progress of the Project. On a monthly basis,or otherwise as agreed to by the Owner,the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a summary of remaining and outstanding submittals; .4 Request for information,Change Order,and Construction Change Directive status reports; .5 Tests and inspection reports; .6 Status report of nonconforming and rejected Work; .7 Daily logs; .8 Summary of all Multiple Prime Contractors' Applications for Payment; .9 Cumulative total of the Cost of the Work to date including the Construction Manager's compensation and reimbursable expenses at the job site, if any; .10 Cash-flow and forecast reports; and .11 Any other items the Owner may require: AIA Document C132T"—2009(formerly B801 T"CMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA` Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 10 this AIA1 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §3.3.20.2 In addition,for Projects constructed on the basis of the Cost of the Work,the Construction Manager shall include the following additional information in its progress reports: .1 Contractor's work force report, .2 Equipment utilization report; .3 Cost summary,comparing actual costs to updated cost estimates; and .4 Any other items as the Owner may require: §3.3.21 Utilizing the documents provided by the Contractor,the Construction Manager shall maintain at the site one copy of all Contracts,Drawings, Specifications,addenda,Change Orders and other Modifications, in good order and marked currently to record all changes and selections made during construction,and in addition,approved Shop Drawings,Product Data, Samples and similar required submittals. The Construction Manager shall maintain records, in duplicate,of principal building layout lines,elevations of the bottom of footings,floor levels and key site elevations certified by a qualified surveyor or professional engineer.The Construction Manager shall make all such records available to the Architect and the Contractor,and upon completion of the Project,shall deliver them to the Owner. §3.3.22 The Construction Manager shall arrange for the delivery,storage,protection and security of Owner-purchased materials, systems and equipment that are a part of the Project until such items are incorporated into the Work. §3.3.23 With the Architect and the Owner's maintenance personnel,the Construction Manager shall observe the Contractor's or Multiple Prime Contractors' final testing and start-up of utilities,operational systems and equipment and observe any commissioning as the Contract Documents may require. §3.3.24 When the Construction Manager considers each Contractor's Work or a designated portion thereof is substantially complete,the Construction Manager shall,jointly with the Contractor,prepare for the Architect a list of incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall assist the Architect in conducting inspections to determine whether the Work or designated portion thereof is substantially complete. §3.3.25 When the Work or designated portion thereof is substantially complete,the Construction Manager shall prepare,and the Construction Manager and Architect shall execute,a Certificate of Substantial Completion.The Construction Manager shall submit the executed Certificate to the Owner and Contractor. The Construction Manager shall coordinate the correction and completion of the Work. Following issuance of a Certificate of Substantial Completion of the Work or a designated portion thereof,the Construction Manager shall evaluate the completion of the Work of the Contractor or Multiple Prime Contractors and make recommendations to the Architect when Work is ready for final inspection.The Construction Manager shall assist the Architect in conducting final inspections. §3.3.26 The Construction Manager shall forward to the Owner,with a copy to the Architect,the following information received from the Contractor or Multiple Prime Contractors:(1)certificates of insurance received from the Contractor or Multiple Prime Contractors;(2)consent of surety or sureties,if any,to reduction in or partial release of retainage or the making of final payment; (3)affidavits,receipts,releases and waivers of liens or bonds indemnifying the Owner against liens;and(4)any other documentation required of the Contractor under the Contract Documents, including warranties and similar submittals. §3.3.27 The Construction Manager shall deliver all keys,manuals,record drawings and maintenance stocks to the Owner. The Construction Manager shall forward to the Architect a final Project Application for Payment and Project Certificate for Payment or final Application for Payment and final Certificate for Payment upon the Contractor's compliance with the requirements of the Contract Documents. §3.3.28 Duties,responsibilities and limitations of authority of the Construction Manager as set forth in the Contract Documents shall not be restricted,modified or extended without written consent of the Owner,Construction Manager, Architect,Contractor and Multiple Prime Contractors.Consent shall not be unreasonably withheld. §3.3.29 Upon request of the Owner,and prior to the expiration of one year from the date of Substantial Completion, the Construction Manager shall,without additional compensation,conduct a meeting with the Owner to review the facility operations and performance. Init. AIA Document C132TM—2009(formerly 8801 TMCMa—1992).Copyright©1973,1980,1992 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 11 this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) ARTICLE 4 ADDITIONAL SERVICES §4.1 Additional Services listed below are not included in Basic Services but may be required for the Project.The Construction Manager shall provide the listed Additional Services only if specifically designated in the table below as the Construction Manager's responsibility,and the Owner shall compensate the Construction Manager as provided in Section 11.2. (Designate the Additional Services the Construction Manager shall provide in the second c•olun:n 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.) Not applicable at the time of execution. Services Responsibility Location of Service Description (Construction Manager, (Section 4.2 below or in an exhibit Owner or attached to this document and Not Provided) identified below 4.1.1 Measured drawings §4.1.2 Architectural interior design B252TM-2007 4.1.3 Tenant-related services 4.1.4 Commissionin B21ITm-2007) 4.1.5 LEEDS certification B214Tm-2012 §4.1.6 Furniture,furnishings,and equipment design B253Tm-2007 §4.2 Insert a description of each Additional Service designated in Section 4.1, if not further described in an exhibit attached to this document. Not applicable at the time of execution. §4.3 Additional Services may be provided after execution of this Agreement,without invalidating this Agreement. Except for services required due to the fault of the Construction Manager,any Additional Services provided in accordance with this Section 4.3 shall entitle the Construction Manager to compensation pursuant to Section 11.3. §4.3.1 Upon recognizing the need to perform the following Additional Services,the Construction Manager shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need.The Construction Manager shall not proceed to provide the following services until the Construction Manager receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information,previous instructions or approvals given by the Owner,or a material change in the Project including,but not limited to,size,quality,complexity, the Owner's schedule or budget for Cost of the Work,or procurement or delivery method,or bid packages in addition to those listed in Section 1.1.6; .2 Services necessitated by the enactment or revision of codes,laws or regulations or official interpretations after the date of this Agreement; .3 Preparation of documentation for alternate bid or proposal requests proposed by the Owner; .4 Preparation for,and attendance at,a public presentation,meeting or hearing; .5 Preparation for,and attendance at a dispute resolution proceeding or legal proceeding,except where the Construction Manager is party thereto; .6 Providing consultation concerning replacement of Work resulting from fire or other cause during construction and furnishing services required in connection with the replacement of such Work; .7 Assistance to the Initial Decision Maker,if other than the Architect;or .8 Service as the Initial Decision Maker. §4.3.2 To avoid delay in the Construction Phase,the Construction Manager shall provide the following Additional Services,notify the Owner with reasonable promptness,and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required,the Owner shall give prompt written notice to the Construction Manager,and the Owner shall have no further obligation to compensate the Construction Manager for those services: AIA Document C132TM—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 12 this AIA" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under / the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) .1 Services in evaluating an extensive number of Claims submitted by a Contractor or others in connection with the Work when the Architect is serving as the Initial Decision Maker. .2 To the extent the Construction Manager's Basic Services are affected,providing Construction Phase Services 60 days after(1)the date of Substantial Completion of the Work or(2)the anticipated date of Substantial Completion, identified in Initial Information,whichever is earlier. .3 Services required in an emergency to coordinate the activities of a Contractor or Multiple Prime Contractors in the event of risk of personal injury or serious property damage,consistent with Section 3.3.13. §4.3.31f the services covered by this Agreement have not been completed within twelve(12)months of the date of this Agreement,through no fault of the Construction Manager,extension of the Construction Manager'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 the Owner's program,other objectives, schedule, constraints and criteria,special equipment, systems,and site requirements. Within 15 days after receipt of a written request from the Construction Manager,the Owner shall furnish the requested information as necessary and relevant for the Construction Manager to evaluate,give notice of,or enforce any lien rights,if any. §5.2 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. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Construction Manager and Architect. 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. §5.3 The Owner acknowledges that accelerated,phased or fast-track scheduling provides a benefit,but also carries with it the risk of additional costs. 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. §5.4 The Owner shall retain an Architect to provide services,duties and responsibilities as described in AIA Document B 132-2009, Standard Form of Agreement Between Owner and Architect,Construction Manager as Adviser Edition. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and Architect,and any further modifications to the agreement. §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 pertaining to documents the Construction Manager submits in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Construction Manager's services. §5.6 Unless provided by the Construction Manager,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; 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 Unless provided by the Construction Manager,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 Construction Manager.Upon the Construction Manager'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 Init. AIA Document C132" —2009(formerly 8801 TMCMa—1992).Copyright©1973,1980,1992 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 13 this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) than those designated in this Agreement,or authorize the Construction Manager to furnish them as an Additional Service,when the Construction Manager 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 Construction Manager and Architect if the Owner becomes aware of any fault or defect in Project, including errors,omissions or inconsistencies in the Architect's Instruments of Service or any fault or defect in the Construction Manager's services. §5.12 The Owner reserves the right to perform construction and operations related to the Project with the Owner's own forces,and to award contracts in connection with the Project which are not part of the Construction Manager's responsibilities under this Agreement. The Construction Manager shall notify the Owner if any such independent action will interfere with the Construction Manager's ability to perform the Construction Manager's responsibilities under this Agreement.When performing construction or operations related to the Project,the Owner agrees to be subject to the same obligations and to have the same rights as the Contractors. §5.13 Except as otherwise provided in this Agreement,or when direct communications have been specially authorized,the Owner shall endeavor to communicate with the Contractor and the Construction Manager's consultants through the Construction Manager about matters arising out of or relating to the Contract Documents.The Owner shall promptly notify the Construction Manager of any direct communications that may affect the Construction Manager's services. §5.14 Before executing the Contract for Construction, the Owner shall coordinate the Construction Manager's duties and responsibilities set forth in the Contract for Construction with the Construction Manager's services set forth in this Agreement.The Owner shall provide the Construction Manager a copy of the executed agreements between the Owner and Contractors,including the General Conditions of the Contracts for Construction. §5.15 The Owner shall provide the Construction Manager access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Construction Manager access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK §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 5.2 and 6.4. Evaluations of the Owner's budget,preliminary estimates for the Cost of the Work and detailed estimates of the Cost of the Work prepared by the Construction Manager represent the Construction Manager's judgment as a person or entity familiar with the construction industry. It is recognized, however,that neither the Construction Manager nor the Owner has control over the cost of labor,materials or equipment,over Contractors' methods of determining bid prices,or over competitive bidding,market or negotiating conditions. Accordingly,the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the budget proposed,established or approved by the Owner,or from any cost estimate or evaluation prepared by the Construction Manager. Init. AIA Document C132T —2009(formerly B801 T CMa—1992).Copyright©1973,1980,1992 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 14 this AIA" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §6.3 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 Construction Manager, in consultation with the Architect,shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget,and the Owner shall cooperate with the Construction Manager and 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 .1 give written approval of an increase in the budget for the Cost of the Work; .2 in consultation with the Construction Manager and Architect,revise the Project program,scope,or quality as required to reduce the Cost of the Work;or .3 implement any other mutually acceptable alternative. ARTICLE 7 COPYRIGHTS AND LICENSES The Construction Manager and the Construction Manager's consultants,if any, shall not own or claim a copyright in the Instruments of Service. The Construction Manager,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 Construction Manager 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. ARTICLE 8 CLAIMS AND DISPUTES §8.1 General §8.1.1 The Owner and Construction Manager 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 binding dispute resolution selected in this Agreement within the period specified by applicable law,but in any case not more than five(5)years after the date of Substantial Completion of the Work. The Owner and Construction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1. §8.1.2 To the extent damages are covered by property insurance,the Owner and Construction Manager waive all rights against each other and against the contractors,consultants,agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232-2009, General Conditions of the Contract for Construction,CMa Edition.The Owner or the Construction Manager,as appropriate,shall require of the contractors,consultants,agents and employees of any of them similar waivers in favor of the other parties enumerated herein. §8.1.3 Construction Manager 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 by,or is claimed to be caused by,the negligence of the Construction Manager,any subcontractor of the Construction Manager,or any officer,employee,representative,or agent of the Construction Manager or of any subcontractor of the Construction Manager.The Construction Manager 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 Construction Manager,or at the option of the City, agrees to pay the City or reimburse the City for the reasonable defense costs and attorneys' fees recoverable under applicable law 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 Construction Manager for the portion of the judgment attributable to such act,omission,or other fault of the City,its officers,or employees. (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 binding dispute resolution. If such matter relates to or is the subject of a lien Init. AIA Document C132TM—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 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 15 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 t the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) arising out of the Construction Manager's services,the Construction Manager 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 binding dispute resolution. §8.2.2 The Owner and Construction Manager shall endeavor to resolve claims,disputes and other matters in question between them by mediation which,unless the parties mutually agree otherwise,shall be administered by a mutually acceptable mediation group,using one mutually acceptable mediator, in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement,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 binding 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 pursuant to this section,the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. §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. §8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding 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 District Court,Pitkin County, State of Colorado. [ ] Other: (Specify) NA §8.3 Arbitration—Not Applicable (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION §9.1 If the Owner fails to make payments to the Construction Manager of undisputed amounts properly due in accordance with this Agreement,the Construction Manager may provide written notice of such failure. . If the Owner fails to make payment within fourteen(14)days of receipt of such notice, such failure shall be considered substantial nonperformance and cause for termination or,at the Construction Manager's option,cause for suspension of performance of services under this Agreement. If the Construction Manager elects to suspend services,the Construction Manager shall give an additional seven days'written notice to the Owner before suspending services. In the event of a suspension of services,the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services,the Construction Manager shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. §9.2 If the Owner suspends the Project,the Construction Manager shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Construction Manager shall be compensated for expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager'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 Construction Manager,the Construction Manager may terminate this Agreement by giving not less than seven days' written notice. AIA Document C132' —2009(formerly I21801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA1 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 16 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 t the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §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 Construction Manager for the Owner's convenience and without cause. The Construction Manager may terminate this Agreement upon not less than thirty(30)days' written notice to the Owner for the Construction Manager's convenience and without cause. §9.6 In the event of termination not the fault of the Construction Manager,the Construction Manager 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 Construction Manager's services and include expenses directly attributable to termination for which the Construction Manager is not otherwise compensated. (Paragraphs deleted) 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,CMa Edition,except for purposes of this Agreement,the term"Work" shall include the work of all Contractors under the administration of the Construction Manager. §10.3 The Owner and Construction Manager,respectively,bind themselves,their agents,successors,assigns and legal representatives to this Agreement.Neither the Owner nor the Construction Manager 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 Construction Manager to execute certificates, the proposed language of such certificates shall be submitted to the Construction Manager for review at least 14 days prior to the requested dates of execution. If the Owner requests the Construction Manager to execute consents reasonably required to facilitate assignment to a lender,the Construction Manager shall execute all such consents that are consistent with this Agreement,provided the proposed consent is submitted to the Construction Manager for review at least 14 days prior to execution. The Construction Manager 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 Construction Manager. §10.6 Unless otherwise required in this Agreement,the Construction Manager 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. §10.7 The Construction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Construction Manager's promotional and professional materials.The Construction Manager shall be given reasonable access to the completed Project to make such representations. However,the Construction Manager's materials shall not include the Owner's confidential or proprietary information. The Owner shall provide professional credit for the Construction Manager in the Owner's promotional materials for the Project. §10.8 If the Construction Manager 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 Init. AIA Document C132TM—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 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 17 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 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) information in order to perform services or construction solely and exclusively for the Project,or(3)its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION §11.1 For the Construction Manager's Basic Services described under Article 3,the Owner shall compensate the Construction Manager as follows: §11.1.1 For Preconstruction Phase Services in Section 3.2: (Paragraphs deleted) §11.1.2 For Construction Phase Services in Section 3.3: The construction Manager will be paid on the basis of a not to exceed amount of$88,744.40 including reimbursables billed hourly per PVCM's proposal submitted for City project 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals. §11.2 For Additional Services designated in Section 4.1,the Owner shall compensate the Construction Manager as follows: (Insert amount of or basis for, compensation. If necessauy, list specific services to which particular methods of compensation apply.) The Construction Manager will be paid on the basis of hourly billing rates in PVCM's proposal submitted for City project 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals for Additional Services. §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 Construction Manager as follows: (Insert amount of, or basis,for, compensation.) The Construction Manager will be paid on the basis of hourly billing rates in PVCM's proposal submitted for City project 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals for Additional Services. §11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in Sections 11.2 or 11.3,shall be the amount invoiced to the Construction Manager plus ten percent(10%),or as otherwise stated below: §11.5 The hourly billing rates for services of the Construction Manager and the Construction Manager's consultants,if any,are set forth below.The rates shall be adjusted in accordance with the Construction Manager's and Construction Manager's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) The Construction Manager will be paid on the basis of hourly billing rates in PVCM's proposal submitted for City project 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals for Additional Services. Employee or Category Rate($0.00)PER HOUR CMa 95.00 §11.6 Compensation for Reimbursable Expenses §11.6.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Construction Manager and the Construction Manager'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 Professional photography,and presentation materials requested by the Owner; .8 Construction Manager's consultant's expense of professional liability insurance dedicated exclusively to this Project,or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that nonnally carried by the Construction Manager's consultants; Init. AIA Document C1321"—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 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 18 this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under / the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project-related expenditures. §11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Construction Manager's consultants. Compensation is as described in Exhibit B PVCM's response to the 2019-027 Wheeler Phase II Exterior Interior Infrastructure Improvements Request for Proposals. §11.7 Payments to the Construction Manager §11.7.1 An initial payment of zero($0.00)shall be made upon execution of this Agreement and is the minimum payment under this Agreement.It shall be credited to the Owner's account in the final invoice. §11.7.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid forty-five (45)days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Insert rate of monthly or annual interest agreed upon.) 1.5% one point five percent §11.7.3 The Owner shall not withhold amounts from the Construction Manager's compensation to impose a penalty or liquidated damages on the Construction Manager,or to offset sums requested by or paid to Contractors for the cost of changes in the Work unless the Construction Manager agrees or has been found liable for the amounts in a binding dispute resolution proceeding. §11.7.4 Records of Reimbursable Expenses,expenses pertaining to Additional Services,and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: §12.1 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 84-60000563. §12.2 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. CMa 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 CMa 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 the CMa. 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 CMa. CMa shall be solely and entirely responsible for its acts and for the acts of CMa's agents,employees,servants and consultants during the performance of this contract. CMa 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 CMa and/or CMa's employees engaged in performance of the services agreed to herein. §12.3 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: Construction Manager: City Manager Phil Vaughan City of Aspen Phil Vaughan Construction Management Inc 130 South Galena Street 1038 County Road 323 Aspen,Colorado 81611 Rifle,CO 81650 Init. AIA Document C132TM—2009(formerly B801 TMCMa—1992).Copyright(D 1973,1980,1992 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 19 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 t the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) With a copy to: With a copy via email to: James R. True,Esq. Anthony A. LoPresti, Esq. City Attorney alopresti@lopresti.one 130 South Galena Street Aspen,Colorado 81611 §12.4 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. CMa agrees to meet all of the requirements of Owner's municipal code, Section 13-98,pertaining to non-discrimination in employment. §12.5 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 CMa to which the same may apply and,until complete performance by CMa 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. §12.6 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. §12.7 Illegal Aliens—CRS 8-17.5-101 & 24-76.5-101 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. 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, 1041h Congress,as amended and expanded in Public Law 156, 1081h 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 8-17.5-105(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. 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 AIA Document C132TM—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 20 this AIA" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) 2. Consultant has participated or attempted to participate in either the e-verity program or the department program in order to verify that new employees are not illegal aliens. 4. Consultant hereby confirms that: 1. Consultant shall not knowingly employ or contract with an ellgal alien to preform 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 either the a-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. 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 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not step 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. 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. 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. §12.8 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. §12.9 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. §12.10 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). These dates are subject to change and construction must comply with current dates stipulated under the current Construction Management Plan criteria—as amended by the City of Aspen Engineering Dept. §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, AIA Document C132TM—2009(formerly B8011CMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of .21 this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) and am other documents requirillL it SiL!MIture hcretulder.nla\ lie signed electronicall\ in the nlatlncr agreed to h\ the Parties. 1 he Parties auree not to dem the legal effect or enlilrceabilit\ of the ALreenlent solei\ because it is in electronic filrnl or because all electronic record\\as used Ill Its formation. The Parties auree not to abject AI the adiiiissibilit\ of the Agreement in the t win of an electronic 1'ecord.ora paper alp\ ofall electronic documents•or a paper eop� o1 a dOCt1111C111 bearim,all eleCtr011iC SiUllatUre.oil the!!1.01.1 ids that It Is all electronic record or electronic signature or that it is not in its original t6rn1 or is not an origin;ll. ARTICLE 13 SCOPE OF THE AGREEMENT § 13 1 1 his Aureenlent repr.,,nts the entire and inteurated agecnlent het\t een the O\t net'and the Construction Manauer and supersedes all prior negotiations. representations of;1_1'eellicilts.either\\rlttell or(if-ill. I his ALreelllelil maN he amended on1\ bN \\ritten insu'unlcnt signed h\ both O\\net-and Construction Manager. In addition.pro\inion, specified herein as"not applicable at the time ofe\ecutjon" are nut applicable to the\\ork contemplated in this agreement. Such pro%isions ma\ he adopted h\ the parties and applicable to this agreement h\ if\\ritten instrument signed b\ both panics. §13.2 This Agreement is comprised of the tilllo\\ing doCl1l11enlS listed helo\\: .1 AIA Document C 1321" 2009. Standard form ALreenlent Rem cen O\\ner and Construction Nlanager as Ad\iser .2 .3 (1'cu•u,i rcyfh.\ delohxl) Other dOCUmeIltS: (1.1.01 when 41001MC111". it/1111'. hIC1111h11,L 11r4111NUlUl\c oltC\of Nc rvicc 1/Il'!I!llhrlt<n'l u/!hc' • Exhibit A: PVCN1's proposal submitted tor Cit\ project 2019-027 Wheeler Exterior Ill li'aStrLICt UrC Improvements Request fitr Proposals dated April 22. 2011). • Exhibit B: 2019-027 Whecler Exterior Inti'astrLICturc Inlpru\enlents Request for Proposals documents This Agreement is entered into as of the da\ ;old\ear first \\ritten ak)\c. CITY OF ASPEN PHIL VAUGHAN CONS]Rtl('I ION MANAGEMENT INC. OWNER(.1;i inif ue) CONSTRUCTION MANAGER(�igiwhe) Sara Ott. Interim Cin Mangier Phil VauLhan. President Wr•inled n(rnrr/ind line) (Prinlccl rJunlr/lilt/rill'! Init. AIA Document 013211-2009(formerly 8801-CMa-1992).copyright 1973 1950 1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING This AIN' Document „ Cop. ^ai'reaaes Unauthorized reproduction.or distr but cn of this AIA' Document or any portion of,t rra. - .. be prosecuted to the r-aximum OXtent posy bte undo 22 / the law This document was produced by AIA software at 11 03 37 ET on 07'26:2019 under Order Nc 2783005221 which expires on 08/2112019.and is not for resale User Notes: 192631691 1 j 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 Construction Manager and supersedes all prior negotiations,representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. 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. §13.2 This Agreement is comprised of the following documents listed below: .1 AIA Document C 132Tm-2009, Standard Form Agreement Between Owner and Construction Manager as Adviser .2 .3 (Paragraphs deleted) Other documents: (List other documents, if any, including additional scopes of service forming part of the Agreement) • Exhibit A: PVCM's proposal submitted for City project 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals dated April 22,2019. • Exhibit B: 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals documents This Agreement is entered into as of the day and year first written above. CITY OF ASPEN PHIL VAUGHAN CONSTRUCTION MANAGEMENT INC. OWNER(Signature) CONSTRUCTION MANAGER(Signature) Sara Ott,I*tefimmCity Manager Phil Vaughan, President (Printed name and title) (Printed name and title) AIA Document C132T —2009(formerly 8801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA1 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 22 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 t the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) �7 ; == Document C132TM - 2009 Standard Form of Agreement Between Owner and Construction Manager as Adviser 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;A232TM-2009, General Conditions of the Contract for Construction,Construction Manager as Adviser Edition;and B132Tm-2009,Standard Form of Agreement Between Owner and Architect,Construction Manager as Adviser Edition.^AIA Document A232Tm-2009 is adopted in this document by reference.Do not use with other general conditions unless this document is modified. Init. AIA Document C132T"—2009(formerly 13801 T CMa—1992).Copyright©1973,1980,1992 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 AIA1' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under 1 the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) Additions and Deletions Report for AIA®Document C132"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 11:03:37 ET on 07/26/2019. 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 Phil Vaughan Construction Management Inc. 1038 County Rd. 323 Rifle,CO 81650 970-625-5350 Wheeler Opera House Phase 2 Exterior/Infrastructure Improvements Wheeler Opera House 320 E.Hyman Ave Aspen,CO 81611 Mills+ Schnoering Architects, LLC 200 Forrestal Road, Suite 3A Princeton,NJ 08540 PAGE 2 „„ Not Applicable at the time of execution. Additions and Deletions Report for AIA Document C13TM—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 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" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) Wheeler Opera House,built in 1889,is located at 320 E.Hyman Avenue in Aspen CO and is a historic building that was added to the National Register of Historic Places in 1972. Not applicable at the time of execution. 4-1 Design phase milestone dates, if any: Permit Issuance by April 1,2020 Construction&Closeout during period from April 13—June 1,2020 Not applicable at the time of execution. .4 Other: Not applicable at the time of execution. PAGE 3 Obtain competitive bids on the basis of a Guaranteed Maximum Price from Contractors on 90%complete Construction Drawings,with allowances for uncovering unknown existing conditions. Not applicable at the time of execution. Construction Manager as Advisor Responsibilities Schematic Desmon(Preliminary Drawings) • Review and comment upon the A/E Team's investigation for existing conditions and verification of the accuracy of information provided to the Owner about existing conditions. • Provide recommendations on constructability, logistics,availability of materials and labor,time requirements for construction and factors related to the cost of the Project including costs of alternative design or materials,preliminary budgets and possible economies. • Review any alternative design concepts for a Preliminary Life Cycle Analysis. • Lead coordination of overall project schedule with updated procurement and construction schedule;provide Owner an updated analysis of long lead items and lead Value Engineering process. Additions and Deletions Report for AIA Document C132TM—2009(formerly B801`"CMa—1992).Copyright©1973,1980,1992 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 2 reproduction or distribution of this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) • The CMa shall provide overall facilitation,coordination,organization and direction of the integrated team; coordinate assignment of responsibilities,actions and completion requirements;coordinate and track integrated team's performance • Value engineering Design Development(Basic Drawings) • Provide Owner with final analysis and recommendation on construction systems; Lead performance checking of building systems from the Integrated Team's stakeholders • Coordinate alternative options for presentation to Owner • Design Development cost estimate-consideration of systems within desired budget, Monitor and Update Schedule;Coordinate and track integrated team's performance;Ensure compliance with project requirements • Overall facilitation,coordination,organization and direction of the integrated team • Package Bid documents and draft RFP for Initial General Contractor Guaranteed Maximum Price(GC GMP) review response and recommend in conjunction with project team • Value Engineering Construction Documents(Construction Drawings and Specifications) • Review all Drawings and Specifications and transmit them to the Owner for approval with recommendations; inform the Design Team and the Owner of the need for any changes in Project requirements or in construction materials,systems or equipment as the Drawings and Specifications are developed and of the need for any adjustments in the Detailed Estimate of Construction Costs and the Project Schedule. Upon approval of the Owner of any such changes or adjustments,the CMa,with the assistance of the Team,shall prepare a revised Detailed Estimate of Construction Cost or a revised Proiect Schedule,as applicable, incorporating such changes and adjustments. • Coordinate team input and facilitating team buy-in for overall project schedule and budget; 50%CD cost estimate; Monitor and Update schedule. • Coordinate complete information for legal requirements of project as it relates to the owner's procurement method;Package Bid documents for Initial General Contractor Guaranteed Maximum Price review response and recommend in conjunction with project team;Assist and manage procurement of miscellaneous Owner consultants as needed. • Overall facilitation,coordination,organization and direction of the integrated team • Lead the value engineering process to ensure highest value to the project Construction Administration&Closeout • Overall facilitation,coordination,organization and direction of the team;Document control and management • Inspect the work of each Contractor for defective work • Record the progress of the Project and provide written reports to the Owner on a monthly basis unless otherwise agreed in writing. Such reports shall include,without limitation,information about variations between actual and budgeted or estimated costs and information on each Contractor's Work, as well as completion status on the entire Project,showing percentages of completion. • Review,monitor and report on schedule including without limitation,phasing or constnlction,times for commencement and completion required of each Contractor,ordering and delivery of materials requiring long lead-time. • Schedule,conduct and participate in preconstruction,progress,quality control&assurance and special meetings to discuss procedures,progress,problems and scheduling. • Advise and consult with Owner during the Construction Phase as to the need for any special testing, inspections or approval of work on the Project. • Receive,review for completeness and responsiveness the Contractor's submittals such as Shop Drawings, Product Data and Samples. Additions and Deletions Report for AIA Document C132TM—2009(formerly B801^CMa—1992).Copyright©1973,1980,1992 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 3 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 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) • Recommend necessary or desirable changes,review any Bulletins;review Contractor proposals and submit recommendations thereon to Owner:assist in negotiating Change Orders. • Provide general cost accounting records;Provide monthly progress reports on budget,cost,schedule and risk • Review and recommend for approval,modification or resection the amounts shown on Contractor's Applications for Payment • Oversight of the General Contractor,Architect and mise contracts;Punch List;Final Inspection;transmit keys/manuals/the originals of any guarantees,warranties,releases,bonds and waivers to the Owner;check out of utilities and of operations systems and equipment for readiness,initial start-up and testing. • Review the As-Built Drawings and verify through observations during the progress of the Project,detail the actual construction of the Project. PAGE 4 City of Aspen Capital Asset Department 130 South Galena Street Aspen,Colorado 81611 Phone: 970-429-1789 Email: Robert.SchoberAci ofaspen.com Not applicable at the time of execution. (Lkf name, legal .4 b ` 581-1r 'oyer Geateeh ieal-Engineer: Gii l ga—*see Offer: Additions and Deletions Reportfor AIA Document C132T —2009(formerly 88011CMa—1992).Copyright©1973,1980,1992 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 4 reproduction or distribution of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) Not applicable at the time of execution. Not applicable at the time of execution. PAGE 5 Not applicable at the time of execution. Cv5�zS�ltiTcivi= c��2FC�1?!S}}liai�i� Not applicable at the time of execution. Not applicable at the time of execution. PVCM Inc.,response City of Aspen Project#2019-027 Request for Proposals dated April 22,2019. §2.6.1 Comprehensive General Liability with policy limits of not less than Two Million Dollars($21000,000)for each occurrence and in the aggregate for bodily injury and property damage. §2.6.2 Automobile Liability covering owned and rented vehicles operated by the Construction Manager with policy limits of not less than One Million Dollars($ 1,000,000 )combined single limit and aggregate for bodily injury and property damage. Additions and Deletions Report for AIA Document C132TM—2009(formerly B801 T CMa—1992).Copyright©1973,1980,1992 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 5 reproduction or distribution of this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §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 Construction Manager's negligent acts,errors and omissions in its performance of services with policy limits of not less than Two Million Dollars ($2,000,000)per claim and in the aggregate. PAGE 6 §3.2 Preconstruction Phase—Not applicable at the time of execution PAGE 7 §3.2.20 The Construction Manager shall teeeive assist in receiving bids,prepare bid analyses and make recommendations to the Owner for the Owner's award of Contracts or rejection of bids. PAGE 8 §3.3 Construction Phase Administration of the Construction Contract—Not applicable at the time of execution PAGE 12 (Designate the Additional Services the Construction Manager 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.) Not applicable at the time of execution. Not applicable at the time of execution. PAGE 13 §4.3.3 If the services covered by this Agreement have not been completed within(twelve(12)months of the date of this Agreement,through no fault of the Construction Manager,extension of the Construction Manager's services beyond that time shall be compensated as Additional Services. PAGE 15 The Construction Manager and the Construction Manager's consultants,if any,shall not own or claim a copyright in the Instruments of Service.The Construction Manager,the G,,nstF,eiien*"^fl 6efiSHI(BRIS,if aa5,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 Construction Manager 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. §8.1.1 The Owner and Construction Manager 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 binding dispute resolution selected in this Agreement within the period specified by applicable law,but in any case not more than 9 five5 years after the date of Substantial Completion of the Work.The Owner and Construction Manager waive all claims and causes of action not commenced in accordance with this Section 8.1.1. §8.1.2 To the extent damages are covered by property insurance,the Owner and Construction Manager waive all rights against each other and against the contractors,consultants,agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232 A232-2009,General Conditions of the Contract for CeastFuetien.Construction, CMa Edition.The Owner or the Construction Manager,as appropriate,shall require of the contractors,consultants,agents and employees of any of them similar waivers in favor of the other parties enumerated herein. §8.1.3 The Genstmetien MaaageF shall indefnai6,and hold the Owner-and the Olfflier-'s effleer-s and employees haf:fnless ffem and against daniages, losses and judgments ar-ising ftem elaims by third pai4ies, ineltiding r-easenable aoefneys' fees and expenses feeaver-able under-applieable!aw,but enly to the exten!they are eaused by the flegligen4 Additions and Deletions Report for AIA Document C132T"—2009(formerly 8801 T"CMa—1992).Copyright©1973,1980,1992 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 6 reproduction or distribution of this AIA1 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) seB,iees under-this Agr-eement.The Gens!Fueiian Manager's daty to indemfiif�,!he QwneF under this pFe'visien shall be onstruction Manager 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 iniury,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 a or percentage such injury,loss,or damage is caused by,or is claimed to be caused by,the negligence of the Construction Manager,any subcontractor of the Construction Manager,or any officer,employee,representative,or agent of the Construction Manager or of any subcontractor of the Construction Manager.The Construction Manager 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 Construction Manager,or at the option of the City,agrees to pay the City or reimburse the City for the reasonable defense costs and attorneys' fees recoverable under applicable law 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 Construction Manager for the portion of the judgment attributable to such act,omission,or other fault of the City,its officers,or employees. 9-7- §8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement sha1l�ma3be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Construction Manager's services,the Construction Manager 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 binding dispute resolution. §8.2.2 The Owner and Construction Manager shall endeavor to resolve claims,disputes and other matters in question between them by mediation which,unless the parties mutually agree otherwise,shall be administered by the ^�, Afner"'^^,i2r:n a mutually acceptable mediation group,using one mutually acceptable mediator, in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing,delivered to the other party to the Agreement,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 binding 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 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 16 [] Litiget-ien ins eeui4 of eempetentjur-isdietienn ] Litigation in District Court,Pitkin County. State of Colorado. [ ] Other: (Specify) NA §8.3 Arbitration—Not Applicable §8.3.1 if the paf4ies ha;.,e seleeted ar-bitr-atien as the method fOF binding Elispute resolution in this Agf:eemefit any claim, diSpUte OF Other-fflattff ifl ElUeSti8fl OfiSifig out of or-felated to this Agreement subject to,but not r-eselved by,mediatieff shall be sul�eet to ar-bitr-atianwhieh,unless the pat4ies mutually agree ethef-A,ise, shall be admiaistef:ed by the of the Agr-eemefit.A demand for-ar-bitFRtiOn shall be made in wrilling, deliveFed to the other-p",to this Agr-eement, .,,1 file,], .:th the p entity..dmin:..tering the bilfatien Additions and Deletions Reportfor AIA Document C132TM—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAf Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 7 reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) §9.3.1.1 A demand for-ar-bitfatieft shall be made no earlier-than eeneufFenfly with the fiiing of a request f;9F , final,but in no event shall it be made afier-the date when the institution of legal or-equitable pr-eeeedings based on the elaifff, dispute OF Othff matteF in question weuld be barred by the applicable statuse of limit-miens. For-statute t9f linAit-Atis-ns; puFpeses,Feeeipt of a written demand fOF HFWFatien by the PeFS0191 eF entity administeFing the aFbitmtien shall eenstifute the instiWtion et:legal or equitable pr-eeeedifigs based en the eiaim,dispute or-other fnaffer-in §8.3.2 The foregoing affeement to aFbitFate and ether-affeements to ffbitFate with aH additi8flal PeFSE)H OF e0till)'dtfly een-sentedi to by paf4ies te this Affeeffient shall be speeifieally enfemeable in a9ear-danee with applisable WA,in an), §8.3.3 The awafd r-eader-ed by the ar-bitmtOF(S)shall be and judgment may be entered upon it in aeeor-danee with nlieable low i any uF4 ayingj sdietion thefeef t 8.3.4 Consolidation or-lo-indef 8.3.4.1 Either-pafly,at its sole diser-etien,FAE�y eenselidate an ffbitfati8fl cendueted under-this Affeement with an), and(3)the ley materially similar-pr-eeedural RHO A-s And-metheds for-sel 8.3.4.2 EitheF e that the paFty sought to be joined eensents in wntiag te su h joifider-. Consent to aFbitFatien invelving an additiefial e dere.-ibe,l in the. 44en a nr §8.3.4.3 The Qi.vneff And-CenstFuetien Manager-gf:afit to any pefsen er-efitity made a paFt),to an ar-hitFatioffl; A-e-nd-usted undeF thiS gestk)a 9.3,whether-byjeinder-OF eanselidation,the same rights ef joinder-and-6;A;;L,;A1idAtiA and Genstmetion Manager-undef:this Agreement. §9.1 If the Owner fails to make payments to the Construction Manager of undisputed amounts properly due in accordance with this Agreement,the Construction Manager may provide written notice of such failure. . If the Owner fails to make payment within fourteen(14)days of receipt of such notice,such failure shall be considered substantial nonperformance and cause for termination or,at the Construction Manager's option,cause for suspension of performance of services under this Agreement. If the Construction Manager elects to suspend services,the Construction Manager shall give an additional seven days'written notice to the Owner before suspending services. In the event of a suspension of services,the Construction Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Construction Manager shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Construction Manager's services. The Construction Manager's fees for the remaining services and the time schedules shall be equitably adjusted. PAGE 17 §9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause. The Construction Manager may terminate this Agreement upon not less than thirty(30)days' written notice to the Owner for the Construction Manager's convenience and without cause. §9.7 Termination Expenses are in addition to compensation for the Construction Manager's services and include expenses directly attributable to termination for which the Construction Manager is not otherwise eetl3pefisated,p4tib an am---elfflnt for-the Constmetion Manager-'s anfisipated profit an the value of the seFN,iees not per-fef:med by the CeastFuetien Manager- as set f i4h below compensated. 9.7.1 in the even!of tenninatien fer-the Owner-'s eonve seffiffiefleeffiefit of eansWuetion-,4he Additions and Deletions Report for AIA Document C132TM—2009(formerly 8801 TMCMa—1992).Copyright©1973,1980,1992 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 8 reproduction or distribution of this AIAR Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) Phase. §9.7.2 in the event of teFfninatien for-the Owne!F's eenvenienee after-eemmeneefoent of eenstmeiien,the Genstfuefieft along-with F-easenable over-1 On Sef-Aees not eampleted during the GanstRls�iAn RhAso §10.2 Terms in this Agreement shall have the same meaning as those in AIA Document ""�TA232-2009, General Conditions of the Contract for Construction,CMa Edition,except for purposes of this Agreement, the term "Work" shall include the work of all Contractors under the administration of the Construction Manager. §10.7 The Construction Manager shall have the right to include photographic or artistic representations of the design of the Project among the Construction Manager's promotional and professional materials.The Construction Manager shall be given reasonable access to the completed Project to make such representations. However,the Construction Manager's materials shall not include the Owner's confidential or proprietary in f ..m-tien:f the Owner-has pr-ev:,.. sly advised the Genstmefien Manager-in writing of the speeifie infiaFmatien eensider-ed by the Owner-to be eenfide"tial er- pl ep�ietet information. The Owner shall provide professional credit for the Construction Manager in the Owner's promotional materials for the Project. PAGE 18 The construction Manager will be paid on the basis of a not to exceed amount of$88,744.40 including reinlbursables billed hourly per PVCM's proposal submitted for City project 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals. The Construction Manager will be paid on the basis of hourly billing rates in PVCM's proposal submitted for City project 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals for Additional Services. The Construction Manager will be paid on the basis of hourly billing rates in PVCM's proposal submitted for City project 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals for Additional Services. §11.4 Compensation for Additional Services of the Construction Manager's consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Construction Manager plus per-eent( %),.ten percent(10%),or as otherwise stated below: The Construction Manager will be paid on the basis of hourly billing rates in PVCM's proposal submitted for City lroiect 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals for Additional Services. Additions and Deletions Report for AIA Document C132T —2009(formerly B801 T CMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAk Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 9 reproduction or distribution of this AIA" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) Employee or Category Rate($0.00)PER HOUR CMa 95.00 PAGE 19 §11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager and the Construction Manager's eansultants plus percent( %)of the expenses ineuFfed.;onsultants. Compensation is as described in Exhibit B PVCM's response to the 2019-027 Wheeler Phase Il Exterior Interior Infrastructure Improvements Request for Proposals. §11.7.1 An initial payment of C$—?zero($0.00)shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. §11.7.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Construction Manager's invoice.Amounts unpaid(--4 forty-five (45)days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. X1.5% one point five percent §12.1 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 84-60000563. 412.2 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 establishingan n employment relationship. CMa 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 CMa 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 the CMa. 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 CMa. CMa shall be solely and entirely responsible for its acts and for the acts of CMa's agents,employees,servants and consultants during the performance of this contract. CMa 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 CMa and/or CMa's employees engaged in performance of the services agreed to herein. 412.3 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: Construction Manager: City Manager Phil Vaughan City of Aspen Phil Vaughan Construction Management Inc 130 South Galena Street 1038 County Road 323 Aspen,Colorado 81611 Rifle,CO 81650 With a copy to: With a copy via email to: James R.True,Esq. Anthony A.LoPresti,Esc. City Attorney alopresti(a)lopresti.one Additions and Deletions Report for AIA Document C132TM—2009(formerly 13801 T CMa—1992).Copyright©1973,1980,1992 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 1 O reproduction or distribution of this AIAe Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) 130 South Galena Street Aspen,Colorado 81611 §12.4 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. CMa agrees to meet all of the requirements of Owner's municipal code, Section 13-98,pertaining to non-discrimination in employment. &12.5 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 CMa to which the same may apply and,until complete performance by CMa 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. §12.6 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. §12.7 Illegal Aliens—CRS 8-17.5-101 & 24-76.5-101 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. 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, 104"Congress,as amended and expanded in Public Law 156, 1081h 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 8-17.5-105(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. 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-verity program or the department program in order to verify that new employees are not illegal aliens. Additions and Deletions Report for AIA Document C132T —2009(formerly 8801 TMCMa—1992).Copyright©1973,1980,1992 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 11 reproduction or distribution of this AIA" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) 4. Consultant hereby confirms that: 1. Consultant shall not knowingly employ or contract with an ellgal alien to preform 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 either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. 5. If 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 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not step 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. 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. 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. 02.8 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. 412.9 If an o�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. §12.10 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). These dates are subject to change and construction must comply with current dates stipulated under the current Construction Management Plan criteria—as amended by the City of Aspen Engineering Dept. S 12.14 Electronic Signatures and Electronic Records This Agreement and anv 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 Additions and Deletions Report for AIA Document C132TM—2009(formerly 6801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIAF Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 2 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 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) 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. PAGE 22 §13.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations,representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. 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 by e adopted by the parties and applicable to this agreement by a written instrument signed by both parties. .2 AIA Daeument P201IM 2007,Digital Data Pr-eteeel Exhibit, if eampleted,OF!he feljw­ .3 A-1.4-Pa eum-e-RA E.-"-2TM 2009'Building infe-m-40tie-n Mleaddeling PFetaeel Ey�hibit, if eampleted, or-the €ellewif3g. .4 Other documents: (List other documents, 4 any, inchrding additional scopes of service forming part of the Agreement) • Exhibit A: PVCM's proposal submitted for Cityproject 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals dated April 22,2019. • Exhibit B: 2019-027 Wheeler Exterior Infrastructure Improvements Request for Proposals documents This Agreement is entered into as of the day and year first written above. CITY OF ASPEN PHIL VAUGHAN CONSTRUCTION MANAGEMENT INC. Sara Ott,Interim City Manager Phil Vaughan,President Additions and Deletions Report for AIA Document C132TM—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 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 13 reproduction or distribution of this AIA" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911) Certification of Document's Authenticity AIA° Document D401 TM — 2003 1, ,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:03:37 ET on 07/26/2019 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 C 132 rm—2009, Standard Form of Agreement Between Owner and Construction Manager as Adviser,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 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 software at 11:03:37 ET on 07/26/2019 under Order No.2783005221 which expires on 08/21/2019,and is not for resale. User Notes: (926316911)