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Home My WebLink Aboutresolution.council.032-14 RESOLUTION 32 (Series of 2014) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING CONTRACT BETWEEN THE CITY OF ASPEN AND RIDER LEVETT BUCKNALL AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT AMENDMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for Owners Agent Project Management services between the City of Aspen and Rider Levett Bucknall, 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 the contract for Owners Agent Project Management services between the City of Aspen and Rider Levett Bucknall, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 7th day of April 2014. Steven Skadron, Mayor 1, Kathryn S. Koch, duly appointed and acting City C erk 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 April 7, 2014. K#ryn S. Koch, City Clerk Exhibit A: Burlingame Phase IIAii Proposed RLB Contract AIA Document Tt� 0132 - 2009 Standard Form of Agreement Between Owner and Construction Manager as Adviser i AGREEMENT made as of the 28th day of March in the year 2014 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 130 South Galena Street AIA standard form.An Additions and Aspen,Colorado 81611 Deletions Report that notes added information as well as revisions to the and the Construction Manager: standard form text is available from the author and should be reviewed.A Rider Levett Bucknall vertical line in the left margin of this 1675 Larimer Street,Suite 470 document indicates where the author has added necessary information Denver,CO 80202 and where the author has added to or Phone:(720)904-1480 Fax:(720)904-1481 deleted from the original AIA text. Contact:Rob Taylor This document has important legal Rob.Taylor@tts.rlb.com consequences.Consultation with an attorney is encouraged with respect for the following Project; to Its completion or modification. This document is intended to be used Burlingame Ranch Phase II in conjunction with AIA Documents Harmony Road,Aspen,Colorado: A132T"-2009,Standard Form of Construction Management Services for new construction of Burlingame Ranch Phase 11, Agreement Between Owner and Buildings 5,6,and 7,and related parking structures and landscaping. Contractor,Construction Manager as Adviser Edition;A232TM-2009, The Architect: General Conditions of the Contract for Construction,Construction OZ Architecture Manager as Adviser Edition;and 3003 Larimer Street B1327M-2009,Standard Form of Denver,CO 80205 Agreement Between Owner and Phone: (303)449-8900 Architect,Construction Manager as Fax:303.449.3886 Adviser Edition. Contact:Eduardo Illanes AIA Document A232TM-2009 is eillanes@OZARCH,COM adopted in this document by reference.Do not use with other The Owner and Construction Manager agree as follows. general conditions unless this document is modified. AIA Document C132TM—2009(formerly B801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.AN rights Init. 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 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03/17/2015,and is not for resale. User Notes: (1265719672) 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) Preconstruction Services for the Project were completed under a previous Agreement between the Owner and Construction Manager,AIA Document 13801-1992,dated January 25,2010. Certain portions of the Project have reached Substantial Completion,while other portions have not. The Scope of this Contract includes,but is not limited to,Construction Management Services for new construction of buildings 5,6,and 7 together with related parking structures and landscaping. § 1.1.2 The Project's physical characteristics: (Paragraph deleted) Not Applicable. § 1.1.3 The Owner's budget for the Cost of the Work,as defined in Section 6.1: (Paragraph deleted) Not Applicable. § 1.1.4 The Owner's anticipated design and construction schedule: .1 Design completed under the previous contract. .2 Commencement of construction: The construction of the Work will commence by approximately April 1,2014. 3 Substantial Completion (Paragraphs deleted) dates for construction work: Init. AIA Document C132TM--2009 Vformerly 8801 TMCM8—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 ! the law.This document was produced by AIA software at 17:16:59 on 03/28/2014 under Order No.1044SW90_1 which expires on 03/1712015,and is not for resale. User Notes: (1265719672) Building 5: 1/21/2015 Building 6: 1/28/2015 Building 7: 2/4/2015 Final landscaping Building 5 to 7: 6/12/2015 subject to adjustments of this Contract Time as provided in the Contract Documents. § 1.1.5 The Owner intends the following procurement method for the Project: (Paragraphs deleted) Not Applicable. The contract was procured under the previous contract. § 1.1.6 The Owner's requirements for accelerated or fast-track scheduling,multiple bid packages,or phased construction are set forth below: (Paragraph deleted) See, schedule and Substantial Completion dates above. § 1.1.7 Other Project information: (Paragraph deleted) Not Applicable. § 1.1.8 The Owner identifies the following representative in accordance with Section 5.5: City of Aspen 130 South Galena Street Aspen,Colorado Contact:Chris Everson,Project Manager Phone:(970)429-1834 Fax:(970)544-5378 chris.everson&citvofaspetn.coin § 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. § 1.1.10 The Owner will retain the Architect and the Commissioning Agent. The Architect will retain the civil, structural,mechanical,electrical,plumbing,irrigation,fire protection,and landscaping engineers. .1 Commissioning Agent: Engineering Economics,Inc. 780 Simms Street,Suite 210 Golden,CO 80401 Phone: (303)239-8700 Fax:(303)239-9982 (Paragraphs deleted) Contact: Jarrell Wenger § 1.1.11 The Construction Manager identifies the following representative in accordance with Section 2.4: Rider Levett Bucknall 1675 Larimer Street,Suite 470 Denver,CO 80202 Phone:(720)904-1480 Fax:(720)904-1481 AIA Document C132TO—2009 formerly BBD1 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 Ale 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 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03/17Y2015,and Is not for resale. User Notes: (1265719672) Contact'Rob Taylor Rob.Taylor@us.rlb.com § 1.1.12 The Construction Manager's staffing plan as required under Section 3.3.2 shall include: Rider Levett Bucknall 1675 Latimer Street,Suite 470 Denver,CO 80202 Phone:(720)904-1480 Fax:(720)904-1481 Contact:Craig Roth Craig,Roth(a�us.rlb.com § 1.1.13 The Construction (Paragraphs deleted) Manager will not retain any consultants under this Agreement: § 1.1.14 The Construction Manager will not retain any consultants under this Agreement. § 1.1.15 Other Initial Information on which the Agreement is based: Construction Management Services will commence on Buildings 5-7 vertical work and managing the Contract through July 31,2015,including the following Scope of Work: - Monitor and ensure a modified or new CMP is in place,and that it is robust and accepted. - Confirm work boundaries as it relates to Phase I,Phase IIai,and Phase IIb. - Oversight of building permit process,ensuring the building permit can be obtained in advance of the work. - Managing the consultant Contracts and Contract modifications and recommending the same to Council in a timely manner. - Incorporating and ensuring any lessons learned from 2013 in the design documents are included and detailed. - Actively participating in preconstruction work,so that the project can begin quickly. - Other budgetary and Contract review as required and presentations to Council as required. - Scope of Work included on Exhibit A,RLB Construction Administration and Team Responsibility Matrix. § 1.2 The Owner and Construction Manager may rely on the Initial Information.If such information should materially change,the Owner and the Construction Manager shall equitably adjust the schedules,the Construction Manager's services and the Constriction 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 B101TM-2007,Standard Form of Agreement Between Owner and Architect,as amended.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 judgement with respect to this Project. AIA Document C132T —2009 formerly B601 T�mCMa—19921.Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.Ali rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 4 this Ale 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 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03/1712016,and Is not for resale. User Notes: (1265719672) § 2.6 The Construction Manager shall maintain the following minimum insurance for the duration of this Agreement. Failure on the part of the Construction Manager to procure or maintain policies providing the required coverages, conditions,and minimum limits shall constitute a material breach of the contract.The Construction Manager shall not be relieved of any liability by reason of its failure to procure or maintain insurance,or by reason of its failure to procure or maintain insurance in sufficient amounts,duration,or types. (i) Workers'Compensation insurance to cover obligations imposed by applicable Colorado laws for any employee engaged in the performance of work under this contract,and Employers'Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS($500,000.00)for each accident,FIVE HUNDRED THOU—SAND DOLLARS($500,000.00)disease-policy limit,and FIVE HUNDRED THOUSAND DOLLARS($500,000.00)disease-each employee. The policy shall contain a waiver of subrogation in favor of the Owner. (ii) Commercial General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS($1,000,000,00)each occurrence and ONE MILLION DOLLARS($1,000,000.00)aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury,broad form property damage(including completed operations),personal injury(including coverage for contractual and employee acts),blanket contractual,independent contractors,products,and completed operations. The policy shall contain a severability of interests provision and a waiver of subrogation in favor of the Owner. (iii) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS($1,000,000.00)each occurrence and ONE MILLION DOLLARS($1,000,000.00)aggregate with respect to each Construction Manager's owned,hired and non-owned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a severability of interests provision and a waiver of subrogation in favor of the Owner. (iv) Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,000)each claim and ONE MILLION DOLLARS($1,000,000)aggregate. § 2.6.1 Every policy required above shall be primary insurance,and any insurance carried by the Owner,or carried by or provided through any insurance pool of the Owner,shall be excess and not contributory insurance to that provided by Construction Manager. No additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Construction Manager shall be solely responsible for any deductible losses wider any policy required above. § 2.6.2 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.The certificate shall identify this contract and the policy shall provide that the coverages afforded under the policies shall not be canceled,terminated or materially changed until at least thirty(30)days prior written notice has been given to the Owner.Owner reserves the right to request and receive a certified copy of any policy and any endorsement thereto. (Paragraphs deleted) ARTICLE 3 SCOPE OF CONSTRUCTION MANAGER'S BASIC SERVICES § 11 Definition The Construction Manager's Basic Services consist of those described in Section 3.3 and include representing the Owner's interests as it relates to project oversight and Owner's Representation,on-site observation,schedule review, cost review,and constructability review. § 3.2 Preconstruction Phase Omitted. (Paragraphs deleted) AIA Document C132TM-2009 gormerly 8801 Tmcma-1992).Copyright O 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 5 this Ale 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 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03!17!2015,and is not for resale. User Notes: (1265719672) § 3.3 Construction Phase Administration of the Construction Contract § 3.3.1 Subject to Section 4.3,the Construction Manager's responsibility to provide Construction Phase Services commences on January 1,2014 and terminates on July 31,2015,subject to extension by Contract Amendment. § 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 and oversight to the Contract Documents including the Contracts for Construction in cooperation with the Architect as set forth below and in AIA Document A201TM-2007,General Conditions of the Contract for Construction,as amended § 3.3.4 The Construction Manager shall provide administrative,management and related services to coordinate scheduled activities and responsibilities of the Contractor with those of the Construction Manager,the Owner and the Architect. § 3.3.5 The Construction Manager shall ensure that the Contractor updates and reissues the Project schedule as required to show current conditions.If an update to the Contractor's schedule 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 Contractor shall schedule and conduct meetings to discuss such matters as procedures,progress, coordination,and scheduling of the Work.The Contractor shall prepare and promptly distribute minutes to the Owner, Architect and Contractor.The Construction Manager shall attend and contribute to such meetings. § 3.3.7 Utilizing information from the Contractors,the Construction Manager shall coordinate the resolution of any conflicts between the Contractors working on the site,including the sequence of construction and assignment of space in areas where the Contractors are performing Work,in accordance with the Contract Documents and the latest approved Project schedule. § 3.3.8 Omitted. § 3.3.9 The Construction Manager shall endeavor to obtain satisfactory performance from each of the 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.The Construction Manager shall also report the Contractor's cost control information to the Owner against the Contract GMP and approved Change Orders. § 3.3.11 Omitted. § 3.3.12 Omitted. § 3.3.12.1 The Construction Manager shall develop and implement procedures for the review and processing of Applications for Payment by Contractor for progress and final payments. § 3.3.12.2 Not more frequently than monthly,the Construction Manager shall review and recommend 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,recommend the amount the Construction Manager determines is due the Contractor,and forward the Contractor's Application and Certificate for Payment to the Architect. § 3.3.12.3 The Construction Manager's recommendation 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 Imowledge,information and belief, the Init. AIA Document C132Tm—2009 Vormerly 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 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 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03/17/2015,and is not for resale. User N otes: (1265719672) 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 recommendation 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 recommendation of an 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 the Contractor solely and exclusively for purposes of coordinating the safety programs with those of the other Contractors and for malting recommendations to the Owner for any safety programs not included in the Work of the Contractor.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,,Subcontractors,agents or employees of the Contractors or Subcontractors,or any other persons performing portions of the Work and not directly employed by the Construction Manager. § 3.3.14 The Construction Manager shall carry out observations to 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 conforni 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 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 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,Subcontractors,or their agents or employees, or any other persons or entities performing portions of the Work. § 3.3.16 The Contractor shall transmit to the Architect,with a copy to the Construction Manager,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 with the coordination of the Owner, Construction Manager,Architect,and relevant authorities and affected parties,as necessary. The Construction Manager shall take no action on such requests unless the Architect requests specific action from the Construction Manager, The Construction Manager shall also provide oversight of the RE process to ensure the compliance of the Architect and Contractor to their obligations to resolve RFIs,to facilitate resolution,and to inform the Owner when a decision from the Owner is required. § 3.3.17 The Constructi on Manager shall review requests for changes,assist in negotiating Contractors'proposals,and submit recommendations to the Architect and Owner regarding Change Orders and Construction Change Directives. If they are accepted,the Contractor shall prepare Change Orders and the Construction Manager shall prepare Construction Change Directives that incorporate the Architect's modifications to the Contract Documents. 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 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 17:16:59 on 03/2812014 under Order No.1044564890_1 which expires on 03117/2016,and is not for resale. User Notes: (1265719672) § 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 The Construction Manager shall provide oversight of the Contractor's and Architect's compliance with the submittal schedule.and report to the Owner on such compliance,to enable the Contractor's timely completion of the work. § 3.3.20 The Construction Manager shall report to the Owner on a weekly basis observations of project progress and provide a report capturing project progress and any defects or observations that will require Contractor or Architect action. § 3.3.20.1 The Construction Manager shall additionally report the following executive-level information to the Ow_ ner_ on a monthly basis: .1 Overall project status,including work completed during the previous month; .2 Overview and status of construction schedule; .3 Key construction activities planned for the upcoming month; .4 Review of open submittals/RFIs requiring Owner's attention; .5 Updated project cost compared to original budget; .6 Actions requiring Owner decision; .7 Review of any Owner contracts or contract-related actions which need Owner attention; .8 Overview of risk items; .9 (Paragraphs deleted) Any other items the Owner may require: § 3.3.20.2 (Paragraphs deleted) Omitted. § 3.3.21 Omitted. § 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 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 Architect shall prepare,and the Owner,Contractor and Architect shall execute,a Certificate of Substantial Completion.The Construction Manager shall review the Certificate and make any necessary recommendations to the Owner and Contractor,The Contractor 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 Architect shall evaluate the completion of the Work of the Contractor,with assistance from the Construction Manager,and make recommendations to the Architect and Owner when Work is ready for final inspection.The Construction Manager shall assist the Architect in conducting final inspections. § 3.126 The Construction Manager shall forward to the Owner,with a copy to the Architect,the following information received from the Contractor: (1)certificates of insurance received from the Contractor;(2)consent of AIA Document C132TM—2009�formeriy B801 TMCMa—19921.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 $ 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 byAlA software at 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03/1712015,and is not for resale. User Notes: t 1 1265719fi72 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 Contractor shall deliver all keys,manuals,record drawings and maintenance stocks directly to the Owner,with a copy of the Transmittal to the Architect and Construction Manager.The Contractor shall forward to the Architect a 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. 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, ARTICLE 4 ADDITIONAL SERVICES § 4.1 Omitted. 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) § 4.2 Omitted. § 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 in writing with reasonable promptness and explain the facts and circumstances giving rise to the need.The Construction Manager sball not proceed to provide the following services until the Construction Manager receives the Owner's written authorization: .1 Omitted; .2 Services necessitated by the enactment or revision of codes,laws or regulations or official interpretations after the date of this Agreement; .3 Omitted; A 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 Worl<resulting from fire or other cause during construction and furnishing services required in connection with the replacement of such Work; (Paragraphs deleted) § 0.2 To avoid delay in the Construction Phase,the Construction Manager shall provide the following Additional Services,notify the Owner in writing 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 AIA Document C1327m—2009 Vormerly 8801-CMa—1992).Copyright©1973,1960,1992 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 this AIO 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 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03/17/2015,and is not for resale. User Notes: (1265719672) give prompt written notice to the Construction Manager,and the Owner shall have no further obligation to compensate the Construction Manager for those services: .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 after July 31,2015,other than the 1 year review in Section 3.3.29 .3 Services required in an emergency to coordinate the activities of a Contractor in the event of risk of personal injury or serious property damage,consistent with Section 3.3.13. § 4.3.3 If the services covered by this Agreement have not been completed by the end of July of 2015 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 Omitted. § 5.2 Omitted. § 5.3 Omitted. § 5.4 The Owner shall retain an Architect to provide services,duties and responsibilities as described in AIA Document B101-2007,Standard Form of Agreement Between Owner and Architect,as amended.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 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 Omitted. § 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 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. AIA Document C132 TM—2009 formerly 13801 T61C1Vla—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 jo 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 17:16,59 on 03/281201.4 under Order No.1044564890_1 which expires on 03/17/2015,and is not for resale. User Notes: (1265719672) § 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 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 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 Omitted. (Paragraphs deleted) 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 wan-ant 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. 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 A201-2007, General Conditions of the Contract for Construction.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 Construction Manager shall indemnify and hold the Owner and the Owner's officers and employees harmless from and against damages,losses and judgments arising from claims by third parties,including reasonable attorneys'fees and expenses recoverable under applicable law,but only to the extent they are caused by the negligent acts or omissions of the Construction Manager,its employees and its consultants in the performance of professional services under this Agreement.The Construction Manager's duty to indemnify the Owner under this provision shall be limited to the available proceeds of insurance coverage. § 8.1.4 The Construction Manager-and Owner waive consequential damages for claims,disputes or other matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without Iimitation,to all AIA Document C132TM—2009 formerly Ba01 TMCMa—1992).Copyright 01973,1980,1992 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 1 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 r the law,This document was produced by AIA software at 17:16:59 on 03/2812014 under Order No.1044564890_1 which expires on 03/1712015,and is notfor resale. User Notes: (1265719672) consequential damages due to either party's termination of this Agreement,except as specifically provided in Section 9.7. § 8.2 Mediation § 8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be 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 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 patties 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 (Paragraphs deleted) litigation in District Court,Pitldn County,State of Colorado. § 83 Arbitration Omitted. (Paragraphs deleted) § 8.3,4 Consolidation or Joinder Omitted. (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 set-vices 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. AEA Document C132TM—2009 formerly B801 TMCMa—1992).Copyright 01973,1980,1992 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 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03117/2015,and is not for resale. User Notes: 265719672)1 § 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. § 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.If a termination by the Owner is subsequently determined to be wrongful,such termination shall automatically be converted into a termination for the Owner's convenience. § 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 for any reason 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. § 9.7 Omitted. § 9.7.1 Omitted. § 9.7,2 Omitted. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201 2007,General Conditions of the Contract for Construction,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 successors and 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 assurne 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 7 days prior to the requested dates of execution.If the Owner requests the Constriction 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 7 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 AIA Document C1 32T"—2009 formerly B801 TMCMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights [nit. 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 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03117/2015,and is not for resale. User Notes: (1265719672) 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 (Paragraphs deleted) Omitted. § 11.1.2 For Construction Phase Services in Section 3.3: (Paragraph deleted) For Construction Management Services through 2014 and 2015 for Buildings 5,6,and 7,together with related parking structures,the Construction Manager's Compensation shall be Two Hundred Seventy-Five Thousand,Four Hundred Sixty-Eight Dollars and no cents($275,46$.00)including an estimate of reimbursable expenses which will be billed at cost. See also,Exhibit B,RLB Fee Worksheet proposed invoicing. § 11.2 (Paragraphs deleted) Omitted. § 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: Designation Hourly Rate Executive Vice President/Principal $187.00 Senior Project Manager $160.00 Associate $145.00 Senior Construction Manager $140.00 Senior Cost Manager $124.00 Cost Manager $116.00 Administrative Support $59.00 § 11.4 Omitted. § 11.5 The hourly billing rates for services of the Construction Manager,if any,are set forth below.The rates shall be adjusted in accordance with the Construction Manager's'normal review practices. Designation Hourly Rate Executive Vice President/Principal $187.00 Senior Project Manager $160.00 Associate $145.00 Senior Construction Manager $140.00 Senior Cost Manager $124.00 Cost Manager $116.00 Administrative Support $59.00 § 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 Constriction Manager's consultants directly related to the Project,as follows: .1 Transportation and authorized out-of-town travel,subsistence,and accommodation; Init. AIA Document C132TM—2009 Vformerly 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 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 17:16:69 on 03/28/2014 under Order No.1044564890_1 which expires on 03/1712015,and is not for resale. User Notes: (1265719672) .2 Long distance services,dedicated data and communication set vices,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 only for non-exempt employees, if authorized in advance by the Owner; .7 Professional photography,and presentation materials requested by the Owner, .8 Omitted. .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses;and .11 Other similar Project-related expenditures. I § 11.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Construction Manager, subject to approval of the Owner. § 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. Eight percent (8%) § 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 84-6000563. §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. Architect shall be,and shall perform as,an Independent Contractor who agrees to use his or her best efforts to provide the said services on behalf of the Owner. No agent,employee,or servant of Architect shall be,or shall be deemed to be,the employee,agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Architect. None of the benefits provided by Owner to its employees including,but not limited to,workers'compensation insurance and unemployment insurance, are available from Owner to the employees,agents or servants of Architect. Architect shall be solely and entirely responsible for its acts and for the acts of Architect's agents,employees, servants and consultants during the performance of this contract. Architect shall indemnify Owner against all liability and loss in connection with,and shall assume full responsibility for payment of all federal,state and local taxes or contributions imposed or required under unemployment insurance,social security and income tax law,with respect to Architect and/or Architect's employees engaged in the performance of the services agreed to herein. §12.3 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or AIA Document C132T11—2009 Cformerly5801 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 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 the law.This document was produced by AIA software at 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 0311712015,and is not for resale. User Notes: (1265719672) addresses listed below or mailed by certified mail return receipt requested,to: Owner: Construction Manages: City Manager Peter Knowles City of Aspen Rider Levett Bucknall 130 South Galena Street 1675 Larimer Street, Suite 470 Aspen,Colorado 81611 Denver,CO 80202 Phone:(720)904-1480 With a copy to: Fax:(720)904 4481 James R True,Esq. City Attorney 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. Architect 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 Architect to which the same may apply and,until complete performance by Architect of said term,covenant or condition,the Owner shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. § 12.6 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 Iaws 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, 104th Congress,as amended,and expanded in Public Law 156, 108th Congress,as amended,that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. .2 'Department program"means the employment verification program established pursuant to Section - 8-17.5-102(5)(c). .3 "Public Contract for Services"means this Agreement. AIA Document C132TM—2009 prmerly B8017"'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 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 the law.This document was produced by AIA software at 17:16:59 on 03/28/2014 under Order No.1044564890_1 which expires on 03/1712015,and is not for resale. User Notes: (1265719672) .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-verify 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 illegal alien to perform work under the Public Contract for Services. .2 Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant that the subconsultant shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. .3 Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. .4 Consultant shall not use the either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. .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 stop employing or contracting with the illegal alien;except that Consultant shall not terminate the Public Contract for Services with the subconsultant if during such three days the subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with an illegal alien. .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. AIA Document C132TI--2009 formerly B801 TM'CMa—1992).Copyright©1973,1980,1992 and 2009 by The American Institute of Architects.All rights Init. reserve®.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of 17 this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law,This document was produced by AIA software at 17:16:59 on 03/2812014 under Order No.1044564890_1 which expires on 03/1712016,and is not for resale. User Notm (1265719672) ARTICLE 13 SCOPE bF THE AGREEMENT § 13,1 This Agreement represents the entire and integrated agre�nncn/between the Owner and the Construction ,Manager and supersedes all prior negotiations,representaions or agreements,either written or oral.This AareQment may be amended only by wTht0fl instrument signcd by both Owner and Construction Manager. � 13.2'1'his Agreement i*comprised of the hr|iooing documents listed hc|ov: .i &!A F)ocument C 132TIA-2009,Standard Forri Agreement Between Owner and Construction Manager as Adviser .2 AlADncum^ot A20lr*-ZOO7.General Conditions cfthe Contract for Construction. (Pbrcq/qj)h^(k6tel) .3 Exhibit/\-KL8Z0l4 Construction Administration and Team Responsibility LIVIzthx. .4 Exhibit B ^RLB Fee Worksheet proposed invoicing (Pmoqrqph ekletad) This Agreement iy entered into noofth«du�and year first written above. ! CITY OFASPEN RID VETT BUCKNALL, OWNER(Signalure) CINSTRUCTION MANAGER(Signature) _ 8/cvcnObudron. MoIm Peter Knowles,Executive Vice President { ------------------------------------ . / | <Rmv'leleteuy mA Document r1o=- V,��`��`eo�d�o �ne*nema"wsm"m�^�m��sm��mw ""`' mowve�wAmwwl r~*�°~ o,.=~°'"p�w^'~u*,y� c,.w~"'nu"�~`./��°��—*n+�,," u^~.*',,w^*u�v"."no=",,*�m°u""°� 1O m^~w" —Illy p, .6i"e=n."�"'°'°^^o^,m""0~,Ip==v*w "°w�w^°r.-«^"°mm°"m,=vm°.""mpwwm=^o*° / a,~/". This document was produced»y^m"oft°omat/r`s.o9muszuao`^under Order mo.`m4eeoa0 /which expires m,om7/2m,s and mmxfo, m,ai°� . User Notes: n265719672 EXHIBIT A h o Burlingame Ranch Phase II c�° o�Team Responsibility Matrix � /ze- o � � � CONSULTANTS/CONTRACT Compile consultant RFPs Lead P P P Advertise consultant contracts P P Lead P Review and recommend consultant contracts P P Lead P Compile docs for council approval consultant contracts C P Lead C Manage consultant contracts/performance Lead P P P Review and recommend invoices C C Lead Record/track invoices C C Lead Process invoices for payment C Lead Manage insurance requirements/OCIP implementation Lead P P Compile consultants/construction contract addendum Lead P P P P Manage Grant process P P P Lead Master softcopy of key documents-ASI,RFI,Submittal,PayApps etc Lead C P P P DESIGN Issue&Coordinate Drawings P Lead P Construction Document management P Lead P Manage ASI register and ASI issuance P Lead P BUILDING PERMIT Plat P Lead P P PUD P Lead P P P Development Agreement P Lead P P Building Permit compilation/submittal P Lead P P P Building Permit update/response P Lead P Change Management with Building Dept Lead P CONSTRUCTION Architects observation/conformance to plans C Lead C Weekly site observation Lead C P C C Monthly summary observation report and compilation(not reqd.) - - Submittal register tracking P Lead C Submittal review and approval P Lead C RFI register tracking P Lead C RFI response P Lead C OAC meeting minutes/management P C P P C Lead Manage allowances and contingencies Lead C P P C Manage contract/contract compliance Lead P P P C Schedule oversight and review Lead P P P P P Produce punch list P Lead P P Monitor closure of punchlist P Lead P P QA/QC management-envelope P P P Lead QA/QC management-insurer regts P P P Lead Interface with building dept/engineering dept P Lead P Commissioning Agent management Lead P P FF&E oversight C Lead External agency liaison(gas,elec,san,water,HX) P P Lead P Community/HOA construction interface P P Lead P CHANGE ORDERS Review CORs&issue CO recommendation Lead P P Produce COs for signoff P P P Lead Signoff COs C P Lead P PAY APPLICATIONS Review pencil PayApp Lead P P Recommend PayApp Lead P P Signoff PayApp P P Lead P Process PayApp for payment C C Lead OWNER COMMUNICATION Compile monthly update P Lead C C Produce schedule review reports P Lead P P C Monthly Owner/Developer meeting P Lead P P Weekly Owner/PM meeting P P Lead Budget compilation Lead P P Cashflow tracking C C lead Council update and approvals P P Lead P COA X-drive document control P Lead Admin-hardcopy/invoices,payapps,COs Lead P C Lead=lead person,prime responsibility P=participant,active review C=copied on information,CC'd,interested EXHIBIT B ESTIMATED HOURS PER MONTH 2014 Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 !u1-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Total Fees BUILDING CM/OA Building 5-7 construction administration,reporting,meeting 32 32 32 32 32 160 160 160 160 160 160 1120 $156,800 management and oversight-Craig Roth Building 5-7 construction administration,reporting,meeting - 12 12 16 16 40 40 40 32 24 24 256 $40,960 management and oversight-Rob Taylor Subtotal hours/level of effort 0 32 44 44 48 48 200 200 200 192 184 184 0 1376 $197,760 FEE PROPOSED Monthly Billing $ $ 4,480 $ 6,400 $ 6,400 $ 7,040 $ 7,040 $28,800 $28,800 $28,800 $27,520 $26,240 $26,240 $ $197,760 CoA discount $ (336) $ (480) $ (480) $ (528) $ (528) $ (2,160) $ (2,160) $ (2,160) $ (2,064) $ (1,968) $ (1,968) -$14,832 EXPENSES Reimburseable expenses,to be invoiced at cost I I IM-00 $5-0-0-0 151-0-00 $L02-0-0 $M-00 5 000 $30,000 TOTAL 8.2 $ $ 4,480 1$ 6,400 $ 6,400 1$ 7,040 $ 7,040 $33,800 $33,800 $33,800 $32,520 $31,240 $31,240 $212,928 2015 Jan-15 I Feb-15 I Mar-15 I Apr-15 I May-15 I Jun-15 Jul-15 Aug-15 Sep-15 I Oct-15 I Nov-15 Dec-15 Jan-16 Total Fees 8.3 BUILDING 5-7 2015 completion Building 5-7 construction administration,reporting,meeting 72 72 72 72 72 360 $50,400 management and oversight-Craig Roth Building 5-7 construction administration,reporting,meeting 8 8 8 8 8 40 $6,400 management and oversight-Rob Taylor Subtotal hours/level of effort 80 80 80 80 80 0 400 $56,800 FEE PROPOSED Monthly Billing $ 11,360 $11,360 $11,360 $ $ $11,360 $11,360 $ $ $ $ $ $ $56,800 CoAdiscount $ (852) $ (852) $ (852) $ $ $ (852) $ (852) $ $ $ $ $ $ -$4,260 EXPENSES Reimburseable expenses,to be invoiced at cost 1&0" 2 000 $2__000 $&0-00 2 000 $10,000 TOTAL 8.3 IS 13,360 1$13,360 1 $13,360 $ 1 $ 1 $13,360 1 $13,360 1$ $ $ $ $ $ $62,540 ITotal = $275,468 Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 -- AIA v Document A201"m 2007 General Conditions of the Contract for Construction for the following PROJECT: Burlingame Ranch Phase IIAii Vertical Construction Multifamily Buildings 5-7 Harmony Road ADDITIONS AND DELETIONS: Aspen,Colorado The author of this document has added information needed for its THE OWNER: completion.The author may also have revised the text of the original AIA standard form.An Additions and City of Aspen Deletions Report that notes added 130 South Galena Street information as well as revisions to the Aspen,Colorado 81611 standard form text is available from the author and should be reviewed.A THE ARCHITECT: vertical line in the left margin of this document indicates where the author OZ Architecture has added necessary information 3003 Latimer Street and where the author has added to or Denver,CO 80205 deleted from the original AIA text. Phone:(303)861-5704 Fax:(303)861-9230 This document has important legal Contact:Eduardo Illanes consequences.Consultation with an Contact: s ozarrdo Ills attorney is encouraged with respect @ to its completion or modification. THE CONTRACTOR: R.A.Nelson,LLC,a Delaware limited liability company P.O.Drawer 5400 Avon,CO 81620 Phone:(970)963-3558 Fax: (970)963-3179 Contact:Bruce Gentry THE CONSTRUCTON MANAGER: Rider Levett Bucicnall 1675 Latimer Street,Suite 470 Denver,CO 80202 Phone:(720)904-1480 Fax:(720)904-1481 Contact:Rob Taylor Rob.TRytor@Lis.rlb,.com THE COMMISSIONING AGENT: Engineering Economics,Inc. 780 Simms Street,Suite 210 Golden,CO 80401 Phone: (303)239-8700 Fax:(303)239-9982 Contact: Jarrell Wenger AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved,WARNING:This Ale Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the t maximum extent possible under the law,This document was produced byAlA software at 13:48:26 on 01115/2014 under Order No.2777914493_1 which expires on 11/2412014,and Is not for resale, User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Init. AIA Document A201 Tm-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA° Document Is protected by U.S,Copyright Law and International Treatios.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 underthe law,This documentwas produced byAIA software at 13:48:26 an 01115/2014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale, User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 INDEX Architect's Administration of the Contract (Topics and numbers in bold are section headings.) 3.1.3,4.2,3.7.4, 15.2,9.4.1,9.5 Architect's Approvals 2,4.1,3.13,3.5,3.10.2,4.2.7 Acceptance of Nonconforming Work Architect's Authority to Reject Work 9.6.6,9.9.3, 12.3 3.5,4.2.6, 12,1.2, 12.2.1 Acceptance of Work Architect's Copyright 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 1.1.7, 1.5 Access to Work Architect's Decisions 3.16,6.2.1, 12.1 3.7.4,4.2.6,4,2.7,4.2.11,4.2.12,4.2.13,4.2.14,6.3, Accident Prevention 7.3.7,7.3.9,8.1.3,8.3.1,9.2,9.4.1,9.5,9.8.4,9.9.1, 10 13.51, 15.2, 15.3 Acts and Omissions Architect's Inspections 3.2,3.3.2,3.12.8,3.18,4.2.3, 8.3.1,9.5.1, 10.2.5, 3.7.4,4.2.2,4.2.9,9.4.2,9.8.3,9.9.2,9.10.1, 13.5 10.2.8, 13.4.2,13.7, 14.1, 15.2 Architect's Instructions Addenda 3.2.4,3.3.1,4.2.6,4.2.7, 13.5.2 1.1.1,3.11.1 Architect's Interpretations Additional Costs,Claims for 4.2.11,4.2.12 3,7.4,3.7.5,6.1.1,7.3.7.5, 10.3, 15.1.4 Architect's Project Representative Additional Inspections and Testing 4.2.10 9.4.2,9.8.3, 12.2.1,13.5 Architect's Relationship with Contractor Additional Insured 1.1.2, 1.5,3.1.3,3.2.2,3.2.3,3.2.4,3,3.1,3.4.2,3.5, 11.1.4 3.7.4,3.7.5,3.9.2,3.9.3,3.10,3.11,3.12,3.16,3.18, Additional Time,Claims for 4.1.2,4.1.3,4.2,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,9.5, 3.2.4,3.7.4,3.7.5,3.10,2,8.3.2, 15.1.5 9.7,9.8,9.9, 10.2.6,10.3,11.3.7,12, 13.4.2,13.5,15.2 Administration of the Contract Architect's Relationship with Subcontractors 3.1.3,4.2,9.4,9.5 1.1.2,4.2.3,4.2.4,4.2.6,9.6,3,9.6.4, 11.3.7 Advertisement or Invitation to Bid Architect's Representations 1.1.1 9.4.2,9.5.1,9.10.1 Aesthetic Effect Architect's Site Visits 4.2.13 3.7.4,4,2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Allowances Asbestos 3.8,7.3.8 10.3.1 All-risk Insurance Attorneys'Fees 11.3.1, 11.3.1.1 3.18.1,9.10.2, 10.3.3 Applications for Payment Award of Separate Contracts 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.6.3,9.7,9.10, 11.1.3 6.1.1,6.1.2 Approvals Award of Subcontracts and Other Contracts for 2.1.1,2.2.2,2,4,3.1.3,3.10.2,3.12.8,3.12.9,3.12.10, Portions of the Work 4.2.7,9.3.2, 13.5.1 5.2 Arbitration Basic Definitions 8.3.1, 11.3.10, 13.1.1, 15.3.2,15.4 1.1 ARCHITECT Bidding Requirements 4 1.1.1,5.2.1, 11.4.1 Architect,Definition of Binding Dispute Resolution 4.1.1 9.7, 11.3.9, 11.3.10, 13.1.1, 15.2.5,15,2.6.1, 15.3.1, Architect,Extent of Authority 15.3.2, 15.4.1 2.4.1,3.12,7,4.1,4.2,5.2, 6.3,7.1.2,7.3.7,7.4,9.2, Boiler and Machinery Insurance 9.3,1,9.4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, 11.3.2 13.5,1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 Bonds,Lien Architect,Limitations of Authority and Responsibility 7.3.7.4,9.10.2,9.10.3 2.1.1,3.12.4,3,12.8,3.12.10,4.1.2,4.2.1,4.2,2,4.2.3, Bonds,Performance,and Payment 4.2.6,4.2.7,4.2.10,4.2.12,4.2,13,5.2.1,7.4,9.4.2, 7.3,7.4,9.6.7,9.10.3, 11.3.9,11.4 9.5.3,9.6.4,15.1.3, 15.2 Building Permit Architect's Additional Services and Expenses 3.71 2.4.1, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Init. AIA Document A2011µ—2007.Copyrlghl©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This A O Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3 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 f maximum extent possible underthe law.This document was produced byAlA software at 13:48:26 on 01115/2014 under Order No.2777014493_1 which expires on 11/24/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Capitalization Compliance with Laws 1.3 1.6.1,3.2.3,3.6,33,3,12.10,3.13,4.1.1,9.6.4,10.2.2, Certificate of Substantial Completion 11.1, 11,3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14.1.1, 9.8.3,9.8.4,9.8.5 14.2.1.3, 15.2.8, 15.4.2,15.4.3 Certificates for Payment Concealed or Unknown Conditions 4.2.1,4.2.5,4.2.9,9.3.3,9.4,9.5,9.6,1,9.6.6,9.7, 3,7.4,4.2.8,8.3.1,10.3 9.10.1,9.10.3, 14.1.1,3, 14.2.4, 15,1.3 Conditions of the Contract Certificates of Inspection,Testing or Approval 1,1.1,6.1.1,6.1.4 13.5.4 Consent,Written Certificates of Insurance 3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.8.5,9.9.1, 9.10.2, 11.1.3 9.10.2,9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2 Change Orders Consolidation or Joinder 1.1,1,2.4.1,3,4,2,33.4,3,8.2.3,3.11.1,3.12,8,4.2.8, 15.4.4 5.2.3,7,1.2,7.1.3,7.2,7.3.2,7.3.6,7.3.9,7.3.10,8.3.1, CONSTRUCTION BY OWNER OR BY 9.3.1.1,9.10.3, 10.3.2, 11.3.1.2, 11.3.4,11.3.9,12.1.2, SEPARATE CONTRACTORS 15.1.3 1.1.4,6 Change Orders,Definition of Construction Change Directive,Definition of 7.2.1 7.3.1 CHANGES IN THE WORK Construction Change Directives 2.2,1,3.11,4.2.8,7,7.2,1,7.3.1,7.4,8.3.1,9.3.1.1, 1.1.1,3.4.2,3.12.8,4.2.8,7.1,1,7.1.2,7.1.3,7.3, 11,3.9 9.3.1.1 Claims,Definition of Construction Schedules,Contractor's 15.1.1 3.10,3.12.1,3.12.2,6.1.3, 15.1.5.2 CLAIMS AND DISPUTES Contingent Assignment of Subcontracts 3.2.4,6.1.1,6.3,7.3.9,9.33,9.10.4, 10.3.3,15, 15,4 5.4, 14.2.2.2 Claims and Timely Assertion of Claims Continuing Contract Performance 15.4.1 15.1.3 Claims for Additional Cost Contract,Definition of 3.2.4,3.7.4,6.1.1,7.3.9, 10.3,2, 15.1,4 1.1.2 Claims for Additional Time CONTRACT,TERMINATION OR 3.2.4,3,7.46.1.1,8.3.2,10.3,2,15.1.5 SUSPENSION OF THE Concealed or Unknown Conditions,Claims for 5.4.1.1,11.3.9,14 3,7,4 Contract Administration Claims for Damages 3,1.3,4,9.4,9.5 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.1.1, Contract Award and Execution,Conditions Relating 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 to Claims Subject to Arbitration 3.7.1,3.10,5.2,6.1, 11.1.3, 11.3.6, 11.4.1 15.3.1, 15.4.1. Contract Documents,Copies Furnished and Use of Cleaning Up 1.5.2,2.2.5,53 3.15,6.3 Contract Documents,Definition of Commencement of the Work,Conditions Relating to 1.1.1 2.2.1,3.2.2,3.4.1,3.7,1,3.10.1,3.12.6,5.2,1,5,2,3, Contract Sum 6.2.2,8.1.2,8.2.2,8.3.1, 11.1, 11.3.1, 11.3.6, 11.4.1, 3.7.4,3.8,5.2.3,7.2,7.3,7.4,9.1,9.4.2,9.5.1,4,9,6.7, 15.1.4 9.7, 10.3.2, 11.31, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Commencement of the Work,Definition of Contract Stun,Definition of 8.1.2 9.1 Communications Facilitating Contract Contract Time Administration 3.7.4,3.7.5,3.10.2,5,2.3,7.2.1.3,7.3.1,7.3.5,7.4, 3.9.1,4.2.4 8.1.1,8.2.1,8.3.1,9.5.1,9.7,10.3.2, 12.1.1,14.3.2, Completion,Conditions Relating to 15.1.5.1, 15.2.5 3.4.1,3.11,3.15,4.2.2,4.2.9,8,2,9.4.2,9.8,9.9.1, Contract Time,Definition of 9.10, 12.2, 13.7,14.1.2 8.1.1 COMPLETION,PAYMENTS AND CONTRACTOR 9 3 Completion,Substantial Contractor,Definition of 4.2.9,8.1.1,8,1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 12.2, 3.1,6.1.2 13.7 AIA Document A201 TM—2007.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U.S,Copyright Law and International Treaties.Unauthorized 4 reproduction or distribution of this Ale Document,or any portion of It,may result in severe civil and criminal penalties,and will he prosecuted to the f maximum extent possible under the law,This document was produced byAIA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/24/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Contractor's Construction Schedules Cutting and Patching 3.10,3.12.1,3.12.2,6.1.3, 15.1.5.2 3.14, 6.2.5 Contractor's Employees Damage to Construction of Owner or Separate 33.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2,6, 10.2, 10.3, Contractors 11.1.1,11.3.7, 14,1, 14.2.1.1 3.14.2,6.2,4, 10.2.1.2, 10.2.5, 10.4,11.1.1, 11.3, 'Contractor's Liability Insurance 12.2.4 11.1 Damage to the Work Contractor's Relationship with Separate Conti-actors 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4.1, 11.3.1, 12.2.4 and Owner's Forces Damages,Claims for 3.12.5,3.14.2,4.2,4,6, 11.3.7, 111.2, 12.2.4 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.1.1, Contractor's Relationship with Subcontractors 11.3.5, 11.3.7, 14.1.3, 14.2.4,15.1.6 1.2.2,3.3.2,3,18.1,3,18.2,5,9.6.2,9.6.7,9.10.2, Damages for Delay 11.3,1.2, 11.3,7, 11.3.8 6.1.1,8.3.3,9.5.1.6,9.7, 10.3,2 Contractor's Relationship with the Architect Date of Commencement of the Work,Definition of 1.1.2, 1.5,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2,3.5, 8.1.2 3.7.4,3.10,3.11,3.12,3.16,3.18,4.1.3,4.2,5.2,6.2.2, Date of Snbstantial Completion,Definition of 7,8.3.1,9.2,9.3,9.4,9.5,9.7,9.8,9.9, 10.2.6, 10.3, 8.1.3 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Day,Definition of Contractor's Representations 8.1,4 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.82 Decisions of the Architect Contractor's Responsibility for Those Performing the 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13, 15.2,6.3, Work 7.3.7,7.3.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 3.3.2,3.18,5.3.1,6.1.3,6.2,9.5.1, 10.2.8 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Contractor's Review of Contract Documents Decisions to Withhold Certification 3.2 9.4.1,9.5,9.7, 14.1.1.3 Contractor's Right to Stop the Work Defective or Nonconforming Work,Acceptance, 9.7 Rejection and Correction of Contractor's Right to Terminate the Contract 2.3.1,2,4.1,3.5,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2, 14.1, 15.1.6 9.9.3,9.10.4, 12.2.1 Contractor's Submittals Definitions 3.10,3.11,3.12.4,4.2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1, 9.8.3,9.9.1,9.10.2,9.10.3,11.1.3, 11.4.2 15.1.1,5.1,6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1 Contractor's Superintendent Delays and Extensions of Time 3.9, 10.2.6 3.2,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, Contractor's Supervision and Construction 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Procedures Disputes 1.2.2,3.3,3.4,3,12.10,4.2,2,4.2.7,6.1.3,6.2.4,7.1.3, 6.3,7.3.9, 15.1, 15.2 7.3.5,7.3.7,8,2, 10, 12, 14, 15.1.3 Documents and Samples at the Site Contractual Liability Insurance 3.11 11.1.1.8, 11.2 Drawings,Definition of Coordination and Correlation 1.1.5 1.2,3.2.1,3.31,3.10,3.12.6,6.1.3,6.2,1 Drawings and Specifications,Use and Ownership of Copies Furnished of Drawings and Specifications 3.11 1.5,2,2.5,3,11 Effective Date of Insurance Copyrights 8.2.2, 11.1.2 1.5,3.17 Emergencies Correction of Work 10.4, 14.1.1.2, 15.1.4 2.3,2.4,3.73,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2, 12.2 Employees,Contractor's Correlation and Intent of the Contract Documents 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 1.2 10.3.3, 11.1,1,11.3.7, 14,1, 14.2.1.1 Cost,Definition of Equipment,Labor,Materials or 7.3.7 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,1,3.15.1, Costs 4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3,9.5.13, 2.4.1,3.2,4,3.7.3,3.8.2,3.15.2,5.4.2,6.1.1,6.2.3, 9.10.2, 10.2,1, 10.2.4,14.2.1.1, 14,2,1.2 7.3.3.3,7.3.7,7.3.8,7.3.9,9.10.2,1 0.3.2,10.3.6, 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14 AIA Document A201 TM—2007,Copyright©1911,1915,191 a,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA°Document 1s 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 f maximum extent possible under the law.This documentwas produced by AIA software at 13:48:26 on 01115/2014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1916334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Execution and Progress of the Work Insurance,Boiler and Machinery 1.1.3, 1.2.1, 1.2.2,2.2.3,2.2.5,3.1,3.3.1,3.4.1,3.5, 11.3.2 3.7.1,3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.5,8.2, Insurance,Contractor's Liability 9.5.1,9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3 11.1 Extensions of Time Insurance,Effective Date of 3.2.4,3.7.4,5,2,3,7.2,1,7.3,7.4,9.5.1,9.7, 10.3.2, 8.2.2, 11.1.2 10.41, 14.3, 15.1.5, 15.2.5 Insurance,Loss of Use Failure of Payment 11.3.3 9.5.1.3,9.7,9.10.2, 13.6, 14,1.1.3, 14.2.1.2 Insurance,Owner's Liability Faulty Work 11.2 (See Defective or Nonconforming Work) Insurance,Property Final Completion and Final Payment 10.2.5,11.3 4.2.1,4.2.9,9.8.2,9.10, 11.1.2, 11.1.3, 11.3.1,11.15, Insurance,Stored Materials 12.3.1, 14.2.4, 14.4.3. 9.3.2 Financial Arrangements,Owner's INSURANCE AND BONDS 2.2.1, 13.12, 14.1.1.4 11 Fire and Extended Coverage Insurance Insurance Companies,Consent to Partial Occupancy 11.3.1.1 9.9.1 GENERAL PROVISIONS Intent of the Contract Documents 1 1.2.1,4.2.7,4.2.12,4.2.13,7.4 Governing Law Interest 13.1 13.6 Guarantees(See Warranty) interpretation Hazardous Materials 1.2.3,1.4,4.1.1,5.1,6.1.2, 15,1.1 10.2.4,10.3 Interpretations,Written Identification of Subcontractors and Suppliers 4.2.11,4.2.12, 15.1.4 5.2.1 Judgment on Final Award Indemnification 15.4.2 . 3.17,3.18,9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, Labor and Materials,Equipment 11.3.7 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3,15.1, Information and Services Required of the Owner 4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3,9.5.1.3, 2.1.2,2.2,3.2.2,3.12.4,3.12.10,6.1.3,6.1.4,6.2.5, 9.10.2, 10.2.1, 10.2.4, 14.2,1.1, 14.2.1.2 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, Labor Disputes 13.5.2,14.1.1.4, 14.1.4,15.1.3 8.3.1 Initial Decision Laws and Regulations 15.2 1.5,3.2.3,3.6,3.7,3.12.10,3,13.1,4.1.1,9.6.4,9.9.1, Initial Decision Maker,Definition of 10.2.2, 11.1.1, 113, 13.1.1, 13.4, 13.5.1, 13.5.2, 1.1.8 13.6.1, 14, 15.2.8, 15.4 Initial Decision Maker,Decisions Liens 14.2.2,14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 2.1.2,9.3.3,9.10.2,9.10.4, 15.2.8 Initial Decision Maker,Extent of Authority Limitations,Statutes of 14.2.2, 14.2.4, 15,1.3, 15.2.1, 15.2,2, 15.2.3, 15.2.4, 12.2.5, 13.7, 15.4.1.1 15,2.5 Limitations of Liability Injury or Damage to Person or Property 2.3.1,3.2.2,3.5,3.12.10,3.17,3.18.1,4.2.6,4.2.7, 10.2.8, 10.4.1 4.2.12,6.2.2,9.4.2,9.6.4,9.6.7,10.2.5, 10.3.3,11.1.2, Inspections 11.2, 11.3.7, 12.2.5, 13.4.2 3.1.3,3.3.3,3.7.1,4,2.2,4.2.6,4.2.9,9.4.2,9.8.3, Limitations of Time 9.9.2,9.10.1, 12.2.1, 13.5 2.1.2,2.2,2.4,3.2.2,3.10,3,11,3.12.5,3.15.1,4.2.7, Instructions to Bidders 5.2,5.3.1,5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 1.1.1 9.4.1,9.5,9.6,9.7,9.8,9.9,9.10, 11.1.3, 11.3.1.5, Instructions to the Contractor 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 3.2.4,33.1,3.8.1,5.2.1,7,8.2.2, 12, 13.5.2 Loss of Use Insurance Instruments of Service,Definition of 11.3.3 1.1.7 Material Suppliers Insurance 1.5,3.12.1,4.2.4,4.2.6,5,2.1,9.3,9.4.2,9.6,9.10.5 3.18,1,6.1.1,7.3.7,9.3.2,9.8.4,9.9.1,9.10.2, 11 Materials,Hazardous 10.2.4,10.3 AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. 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 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 byAlA software at 13:48:26 on 0111512014 under Order No,2777014493_1 which expires on 11/24/2014,and Is not for resale. User Notes: (1916334263) Exhibit D: Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Materials,Labor,Equipment and Owner's Authority 1.1.3, 1.1.6, 1.5.1,3.4.1,3,5,3.8.2,3.8.3,3.12,3.13.1, 1.5,2,1,1,2.3,1,2.4.1,3.4.2,3.8,1,3.12.10,3.14.2, 3.15.1,4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3, 4.1.2,4.1.3,4,2.4,4.2.9,5.2.1,5.2.4,5.4.1,61,6.3, 9.5.1.3,9.10.2, 10.2.1.2, 10.2.4, 14,2.1.1, 14.2.1,2 7.2.1,7.3.1,82.2,8.3.1,9.3.1,9.3.2,9.5.1,9.6.4, Means,Methods,Techniques,Sequences and 9.9.1,9.10.2, 10,3.2, 11.1.3, 11.3.3, 11.3.10, 12,2,2, Procedures of Construction 12.3.1, 13.2.2, 14.3, 14.4, 15.2.7 3.3.1,3.12.10,4.2,2,4,2.7,9.4.2 Owner's Financial Capability Mechanic's Lien 2.2.1, 13.2.2, 14.1.1.4 2.1.2, 15.2.8 Owner's Liability Insurance Mediation 11.2 8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2,5,15.2,6,15.3, Owner's Relationship with Subcontractors 15.4.1 1.1.2,5.2,5.3,5.4,9.6.4,9.10.2, 14.2.2 Minor Changes in the Work Owner's Right to Carry Out the Work 1.1.1,3.12.8,4.2,8,7.1,7.4 2.4, 14.2.2 MISCELLANEOUS PROVISIONS Owner's Right to Clean Up 13 6.3 Modifications,Definition of Owner's Right to Perform Construction and to 1.1.1 Award Separate Contracts Modifications to the Contract 6.1 1.1.1, 1.1.2,3.11,4.1.2,4.2,1,5.2.3,7,8.3.1,9.7, Owner's Right to Stop the Work 10.3.2, 113.1 2.3 Mutual Responsibility Owner's Right to Suspend the Work 6.2 14.3 Nonconforming Work,Acceptance of Owner's Right to Terminate the Contract 9.6.6,9.9.3,12.3 14.2 Nonconforming Work,Rejection and Correction of Ownership and Use of Drawings,Specifications 2.3.1,2.4,1,3.5,4.2.6,6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, and Other Instruments of Service 12.2.1 1.1.1, 1.1.6, 1.1.7,1.5,2.2.5,3.2,2,3,11.1,3.17, Notice 4.2.12,5.3.1 2.2.1,2.31,2.4,1,3.2,4,3.3.1,3.7.2,3.12.9,5.2.1,9.7, Partial Occupancy or Use 9.10, 10.2.2, 11.1 3, 12.2.2.1, 13.3, 13.5.1, 13,5.2, 9.6.6,9.9, 11.3.1.5 14.1, 14.2, 15.2.8, 15.4.1 Patching,Cutting and Notice,Written 3.14,6.2.5 2.3.1,2,4.1,3.3.1,3.9.2,3.12.9,3.12.10,5.2.1,9.7, Patents 9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1,13.3, 14, 3.17 15.2.8, 15.4.1 Payment,Applications for Notice of Claims 4,2.5,7.3.9,9.2,9.3,9.4,9.5,9.6.3,9.7,9.8.5,9.10.1, 3.7.4, 10.2.8,15.1.2, 15.4 14.2.3, 14.2.4, 14.4.3 Notice of Testing and Inspections Payment,Certificates for 13.5.1, 13.5.2 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, Observations,Contractor's 9.10.3,13.7, 14.1.1.3, 14.2.4 3.2,3.7.4 Payment,Failure of Occupancy 9.5,1,3,9.7,9.10.2,13.6, 14.1.1.3, 14.2.1.2 2.2.2,9.6.6,9.8, 11.3.1.5 Payment,Final Orders,Written 4.2.1,4.2.9,9.8.2,9.10, 11.1,2, 11.1.3, 11.4.1, 12.3.1, 1.1.1,2.3,3.9.2,7,8.2.2,11.3.9,12.1,12.2,2.1,13.5.2, 13.7, 14.2.4, 14.4.3 14.3,1 Payment Bond,Performance Bond and OWNER 7.3.7.4,9.6.7,9,10.3,11.4 2 Payments,Progress Owner,Definition of 9,3,9.6,9.8.5,9.10.3, 13.6, 14.2.3, 15.1.3 2.1.1 PAYMENTS AND COMPLETION Owner,Information and Services Required of the 9 2.1.2,2.2,3.2.2,3.12.10,6.1.3,6.1.4,6.2.5,9.3.2, Payments to Subcontractors 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 11.3;115.1, 5.4.2,9.5.1.3,9.6.2,9.6.3,9,6.4,9.6.7, 14.2.1.2 13.5.2,14.1.1.4, 14.1.4, 15.1.3 PCB 10.3.1 AIA Document A201TM--2007.Copyright©1911,1915,1018,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This Ale Document Is protected by 1.1,13.Copyright Law and International Treaties.Unauthorized 7 reproduction or distribution of this AID® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the ! maximum extent possible underthe law.This documentwas produced byAIA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/24/2014,and is nolfor resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Performance Bond and Payment Bond Rules and Notices for Arbitration 7.3.7.4,9.6.7,9.10.3,11.4 15.4.1 Permits,Fees,Notices and Compliance with Laws Safety of Persons and Property 2.2.2,3.7,3.13,7.3.7.4, 10,2.2 10.2, 10.4 PERSONS AND PROPERTY,PROTECTION OF Safety Precautions and Programs 10 3.3.1,4.2.2,4.2.7,53.1, 10.1, 10.2, 10.4 Polychlorinated Biphenyl Samples,Definition of 10.3.1 3.12.3 Product Data,Definition of Samples,Shop Drawings,Product Data and 3.12.2 3.11,3.12,4.2.7 Product Data and Samples,Shop Drawings Samples at the Site,Documents and 3.11,3.12,4.2,7 3.11 Progress and Completion Schedule of Values 4.2.2,8.2,9.8,9.9.1, 14.1.4, 15,1.3 9.2,9.3.1 Progress Payments Schedules,Construction 9.3,9.6,9.8.5,9.10.3, 13.6, 14.2,3, 15.1.3 3.10,3.12.1,3.12.2,6.1.3, 15.1.5.2 Project,Definition of Separate Contracts and Contractors 1.1.4 1.1.4,3.12.5,3.14.2,4,2,4,4.2.7,6,8.3.1, 12.1.2 Project Representatives Shop Drawings,Definition of 4.2.10 3.12.1 Property Insurance Shop Drawings,Product Data and Samples 1025,11.3 3.11,3.12,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site,Use of 10 3.13,6.1.1,6.2.1 Regulations and Laws Site Inspections 1,5,3.2,3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4,9.9.1, 3.2.2,3.3,3,3.7.1,3.7.4,4.2,9.4.2,9.10.1, 13.5 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14, Site Visits,Architect's 15.2.8, 15.4 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 Rejection of Work Special Inspections and Testing 3.5,4.2.6, 12.2.1 4.2.6, 12.2.1, 13.5 Releases and Waivers of Liens Specifications,Definition of 9.10.2 1.1.6 Representations Specifications 3.2.1,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1,9.8.2, 1.1.1,1.1.6, 1.2.2, 1,5,3,11,3.12 10,3.17,4.2.14 9.10.1 Statute of Limitations Representatives 13.7, 15.4.1.1 2.1.1,3.1.1,3.9,4,1,1,4.2.1,4.2.2,4.2.10,5.1.1,5.1.2, Stopping the Work 13.2.1 2.3,9.7, 10.3,14.1 Responsibility for Those Performing the Work Stored Materials E 3.3.2,3.18,4.2.3,5.3.1,6.1.3,6.2,6.3,9.5.1, 10 6.2.1,9.3.2, 10.2.1.2, 10.2.4 Retainage Subcontractor,Definition of 9.3.1,9,6.2,9.8.5,9.9.1,9.10.2,9.10.3 5.1.1 Review of Contract Documents and Field SUBCONTRACTORS Conditions by Contractor 5 3.2,3.12.7,6.1.3 Subcontractors,Work by Review of Contractor's Submittals by Owner and 1.2.2,3.3.2,3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2,9.6.7 Architect Subcontractual Relations 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 5.3,5.4,9.3.1.2,9.6,9.10, 10,2.1, 14.1, 14.2.1 Review of Shop Drawings,Product Data and Samples Submittals by Contractor 3.10,3.11,3.12,4.2.7,5.2,1,5.2.3,7.33,9.2,9.3,9.8, 3.12 9.9.1,9.10.2,9.10.3, 11.1.3 Rights and Remedies Submittal Schedule 1.1.2,2.3,2.4,3.5,3.7.4,3,15.2,4.2.6,5.3,5.4,6.1, 3.10.2,3.12,5,4.2,7 6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5,10.3, 12.2.2, 12.2.4, Subrogation,Waivers of 13.4, 14, 15.4 6.1.1,11.3.7 Royalties,Patents and Copyrights 3.17 AIA Document A201 T"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. 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 A10 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the J maximum extent possible under the law.This document was produced byAlA software at 13:48:26 on 01115/2014 under Order No.2777914493_1 which expires on 1112412014,and Is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Substantial Completion Time Limits 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3,12.2, 2.1.2,2.2,2.4,3.2,2,3.10,3.11,3.12,5,3.15.1,4.2, 13.7 5.2,5.3,5.4,6.2,4,7.3,7.4,8,2,9.2,9.3.1,9.3.3,9.4.1, Substantial Completion,Definition of 9.5,9.6,9.7,9.8,9.9,9.10,11.1.3,12.2,13.5,13.7, 14, 9.8.1 15.1.2, 15.4 Substitution of Subcontractors Time Limits on Claims 5.2.3,5.2.4 3.7.4, 10.2.8,13.7, 15.1.2 Substitution of Architect Title to Work 4.13 9.3.2,9.3,3 Substitutions of Materials Transmission of Data in Digital Form 3.4.2,3.5,7.3.8 1.6 Sub-subcontractor,Definition of UNCOVERING AND CORRECTION OF WORK 5.1.2 12 Subsurface Conditions Uncovering of Work 3.7.4 12.1 Successors and Assigns Unforeseen Conditions,Concealed or Unknown 13.2 3.7.4,8,3.1, 10.3 Superintendent Unit Prices 3.9, 10.2.6 7.3.3.2,7.3.4 Supervision and Construction Procedures Use of Documents 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.13, 1.1.1, 1.5,2,2,5,3.12.6,5.3 7.3.7,8.2,8.3.1,9.4.2, 10, 12, 14, 15.1.3 Use of Site Surety 3.13,6.1,1,6.2.1 5.4.1.2,9.8.5,9.10.2,9.10.3, 14.2.2, 15.2.7 Values,Schedule of Surety,Consent of 9.2,93.1 9.10,2,9.10.3 Waiver of Claims by the Architect Surveys 13.4.2 2.2.3 Waiver of Claims by the Contractor Suspension by the Owner for Convenience 9.10.5, 13.4.2, 15.1.6 14.3 Waiver of Claims by the Owner Suspension of the Work 9.9.3,9.10.3,9.10.4, 12.2.2.1, 13.4.2, 14.2,4, 15.1.6 5.4.2, 14.3 Waiver of Consequential Damages Suspensiou or Termination of the Contract 14.2.4, 15.1.6 5.4.1.1, 14 Waiver of Liens Taxes 9.10.2,9.10.4 3.6,3.8.2.1,7.3.7.4 Waivers of Subrogation Termination by the Contractor 6.1.1,11.3.7 14.1, 15.1.6 Warranty Termination by the Owner for Cause 3.5,4.2.9,9.3.3,9.8.4,9.9.1,9.10.4,12.2.2, 13.7 5.4.1.1, 14.2, ].5.1.6 Weather Delays Termination by the Owner for Convenience 15.1.5.2 14.4 Work,Definition of Termination of the Architect 1.1.3 4.1.3 Written Consent Termination of the Contractor 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1,2,9.3.2,9.8,5, 1422 9.9.1,9.10.2,9.10.3,11.4.1, 13.2, 13.4.2, 15.4.4.2 TERMINATION OR SUSPENSION OF THE Written Interpretations CONTRACT 4.2.11,4.2.12 14 Written Notice Tests and Inspections 2,3,2.4,3.3.1,3.9,3,12.9,3,12.10,5.2,1,8,2,2,9.7, 3.1.3,3.3.3,4.2.2,4.2.6,4.2.9,9.4.2,9.83,9.9,2, 9.10, 10,2,2, 10.3, 11.1.3,12.2,2, 12,14, 13.3, 14, 9.10.1,10,3.2, 11.4.1.1, 12.2.1,13.5 15.4.1 TINE Written Orders 8 1,1,1,2,3,3.9,7,8.2.2, 12.1, 12,2, 13.5.2,14.3.1, Time,Delays and Extensions of 15.1.2 3.2 4,3.7.4,5.2.3,7.2.1, 7.3.1, 7.4,8.3,9.5.1, 9.7, 10.3.2, 10.4.1, 14.3.2, 15,1.5, 15.2.5 .AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIAe 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 documentwas produced by AIA software at 13:48:26 on 0111512014 under Order No.2777914493 1 which expires on 11(2412014,and Is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,as amended,Conditions of the Contract(General,Supplementary and other Conditions),Drawings, Specifications,Addenda issued prior to execution of the Contract,other documents listed in the Agreement and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(2)a Change Order,(3)a Construction Change Directive or(4)a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement,the Contract Documents do not include the advertisement or invitation to bid,Instructions to Bidders,sample forms,other information furnished by the Owner in anticipation of receiving bids or proposals,the Contractor's bid or proposal,or portions of Addenda relating to bidding requirements. § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements,either written or oral.The Contract may be amended or modified only by a Modification,The Contract Documents shall not be construed to create a contractual relationship of any kind(1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants or(4)between the Contractor and the Construction Manager,or(5) between any persons or entities other than the Owner and the Contractor.The Owner shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 1.1.3 THE WORK The term"Work"means the construction and services required by the Contract Documents,whether completed or partially completed,and includes all other labor,materials,equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations,The Work may constitute the whole or a part of the Project. § 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. § 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work,generally including plans,elevations,sections,details,schedules and diagrams. § 1.1.115THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment,systems,standards and workmanship for the Work,and performance of related services. § 1.1.7 INSTRUMENTS OF SERVICE Instruments of Service are representations,in any medium of expression now(mown or later developed,of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements.Instruments of Service may include,without limitation,studies,surveys,models, sketches,drawings,specifications,and other similar materials. § 1.1.8 INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2, § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results,Where a conflict Init. AIA Document A20 "-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 10 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 underthe law.This document was produced byAIA software at 13:48:26 on 01115/2014 under Order No.2777914493_1 which expires on 11/24/2014,and Is not for resale. User Notes: (1918334263) Exhibit D: Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 occurs between or within standards,specifications,and drawings,the more stringent or higher quality requirements shall apply. The precedence and coordination of the Contact Documents are as follows; .1 Addendum and modifications to the Drawings and Specifications take precedence over the original Contract Documents. .2 Should there be a conflict within the Specifications,or within the Drawings,or between the Drawings and Specification,the Architect shall decide which condition will provide the best installation and his/her decision shall be final. .3 The Drawing and Specifications are intended to coordinate with each other. Anything shown on the Drawings but not mentioned in the Specification or vice-versa,shall be furnished as though specifically shown and mentioned in both without any extra charge. .4 The Drawings,for purposes of clearness and legibility,are essentially diagrammatic,and although the sizes and locations of equipment are shown to scale wherever possible,the Contractors,both principal and subcontractors,are required to familiarize themselves with all the Work required by the Contract Documents. Each Contractor shall properly coordinate his/her work with that of all other contractors. It is not within the scope of the Drawings to show all necessary offsets,obstructions or structural conditions. It shall be the responsibility of each Contractor to plan,coordinate,and install his/her work in such a manner so as to conform to the structure. Any conflict within the Drawings shall be referred to the Architect for disposition prior to the installation of any affected work. .5 Figured dimensions contained in the Contract Documents shall be accurately followed,even though they differ from.scaled measurements. No work shown on the plans,the dimensions of which are not figured,shall be executed until instructions have been obtained from the Architect as to the dimensions to be used. Larger scale Drawings shall have preference over smaller scale drawings,but discrepancies shall be referred to the Architect for interpretation. § 1.2.2 Organization of the Specifications into divisions,sections and articles,and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents,words that have well-known technical or construction industry meanings ate used in the Contract Documents in accordance with such recognized meanings. § 1.3 CAPITALIZATION Terms capitalized in these General Conditions include those that are(1)specifically defined,(2)the titles of numbered articles or(3)the titles of other documents published by the American Institute of Architects. § 1.4 INTERPRETATION In the interest of brevity the Contract Documents frequently omit modifying words such as"all"and"any"and articles such as"the"and"an,"but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,except to the extent that they have assigned to the Owner all common law,statutory and other reserved rights,including copyrights.The Contractor,Subcontractors, Sub-subcontractors,and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service.Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants'reserved rights. § 1.5.2 The Contractor,Subcontractors,Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work.Ail copies made under this authorization shall bear the copyright notice,if any,shown on the Instruments of Service.The AIA Document A201 T1—2007.copyright m 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1967,1097 and 2007 by The American (nit. Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 1� 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 underthe law.This document was produced by AIA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/24/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Contractor,Subcontractors,Sub-subcontractors,and material or equipment suppliers may not use the Itstruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner,Architect and the Architect's consultants. § 1.6TRANSMISSION OF DATA IN DIGITAL FORM If the patties 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,unless otherwise already provided in the Agreement or the Contract Documents. ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Notwithstanding the previous sentence,or any information in the Contract Documents to the contrary,the original Contract,and the approval of increases in the Contract Sum or Contract Time,and the execution of Amendments and Change Orders to the Agreement shall not be binding on the City without an authorized signature in accordance with the City of Aspen Procurement Code.Except as otherwise provided in Section 4.2.1,the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative,except as otherwise indicated above. (Paragraph deleted) § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Prior to commencement of the Work,the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter,the Contractor may only request such evidence if(1)the Owner fails to make payments to the Contractor as the Contract Documents require; (2)a change in the Work materially changes the Contract Sum;or(3)the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due.The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change.After the Owner furnishes the evidence,the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1,the Owner shall secure and pay for necessary approvals,easements, assessments and charges required for construction,use or occupancy of permanent structures or for permanent changes in existing.facilities. § 2.23 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a legal description of the site.The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such informati on or services. § 2.2.5 Unless otherwise provided in the Contract Documents,the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.2.6 The Owner shall furnish the services of a Commissioning Agent who will assist the Owner,as well as conduct inspections and prepare commissioning reports during the construction phase. The Contractor shall be required to correct any deficiencies identified by the Comnussioning Agent. § 2.2,10 The Owner shall furnish the services of a Material Testing Firm,who will provide inspections and material testing reports during the construction phase. AIA Document A201 Tu—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 12 reproduction or distribution of this AlAe 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 13:48:26 on 01/1512014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 2.3 CONSTRUCTION MANAGER § 2.3.1 The Owner shall retain the services of a Construction Manager who will assist the Owner during the Project. The Construction Manager is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The term"Construction Manager"means the Construction Manager or the Construction Manager's authorized representative. § 2,3.2 The Construction Manager will not be responsible or liable for the acts or omissions of the Architect, Contractor,or any Subcontractor,or any of their agents or employees,or any other person performing any of the Work. § 2.3.3 The Construction Manager shall: § 2.3.3.1 Review all changes proposed by the Contractor,Architect or Owner and make recommendations to the Owner regarding schedule and cost implications; § 2.3.3.2 Schedule and conduct job meetings to be attended by the Contractor and representatives of the Owner and Architect to discuss such matters as procedures,progress,problems and scheduling. Construction Manager shall prepare and distribute minutes of such meetings. § 2.3.4 The Construction Manager shall make a review of the Work at such intervals necessary to discharge its duties to the Owner. § 2.3.5 The Construction Manager shall meet with the Contractor to prepare and update the Master Project Schedule using information from the Contractor's Construction Schedule. § 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents,the Owner may issue a written order to the Contractor to stop the Work,or any portion thereof,until the cause for such order has been eliminated;however,the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity,except to the extent required by Section 6.1.3. § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness,the Owner may,without prejudice to other remedies the Owner may have,correct such deficiencies.In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's and Construction Manager's additional services made necessary by such default, neglect or failure.Such action by the Owner and amounts charged to the Contractor are subjcct to prior approval of both the Architect and Construction Manager.If payments then or thereafter due the Contractor are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Contractor shall be lawfully licensed,if required in the jurisdiction where the Project is located,The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract.The term"Contractor"means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or the AIA Document A201 T"-2007.Copyright©1911,1915,1918,1926,1937,1961,1968,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American snit. Institute of Architects.All rights reserved.WARNING:This Ale 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 underthe law.This document was produced byAIA software at 13:46:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11!2412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Construction Manager in the Construction Manager's administration of the Contract,or by tests,inspections or approvals required or performed by persons or entities other than the Contractor,or by any prior course of conduct with the Owner. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information finished by the Owner pursuant to Section 2.2.3,shall take field measurements of any existing conditions related to that portion of the Work,and shall observe any conditions at the site affecting it.These obligations are for the put-pose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,omissions,or inconsistencies in the Contract Documents;however,the Contractor shall promptly report to the Architect any errors,inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require,with a copy to the Construction Manager.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,but the Contractor shall promptly report in writing to the Architect,Owner and Construction Manager any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect and Construction Manager may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.23, the Contractor shall make Claims as provided in Article 15.If the Contractor fails to perform the obligations of Sections 3.2,2 or 3.2.3,the Contractor shall pay such costs and damages to the Owner as would have beeri avoided if the Contractor had performed such obligations.If the Contractor performs those obligations,the Contractor shall not be liable to the Owner or Architect for damages resulting from errors,inconsistencies or omissions in the Contract Documents,for differences between field measurements or conditions and the Contract Documents,or for nonconforruities of the Contract Documents to applicable laws,statutes,ordinances,codes,rules and regulations,and lawful orders of public authorities. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work,using the Contractor's best skill and attention.The Contractor shall be solely responsible for,and have control over,construction means,methods,techniques,sequences and procedures and for coordinating all portions of the Work under the Contract,unless the Contract Documents give other specific instructions concerning these matters.If the Contract Documents give specific instructions concerning constriction means,methods,techniques,sequences or procedures,the Contractor shall evaluate the jobsite safety thereof and,except as stated below,shall be fully and solely responsible for the jobsite safety of such means,methods, techniques,sequences or procedures.If the Contractor determines that such means,methods,techniques,sequences or procedures may not be safe,the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect.If the Contractor is then instructed to proceed with the required means,methods,techniques,sequences or procedures without acceptance of changes proposed by the Contractor,the Owner shall be solely responsible for any loss or damage arising solely from those Owner-required means,methods,techniques,sequences or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for,or on behalf of,the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. Init, AIA Document A201 T°'—2007.Copyright®1911,1916,1918,1925,1937,1951,1968,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 14 reproduction or distribution of this Ale 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 byAlA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 3.3.4 The Contractor shall carefully check its own work and that of Subcontractors as the work is being performed. The Contractor shall ensure that incorrect or faulty work is corrected immediately. § 3.3.5 The Contractor shall have weekly meetings for the coordination of all mechanical and electrical activities.The Construction Manager and Architect's consultants may be invited to attend by the Contractor,as appropriate. § 3.3.6 During the finishing stages of the project,the Contractor shall make frequent inspections of the Work in the presence of the Architect,the Construction Manager and the applicable Subcontractor(s)involved,if any,and the Architect shall identify incorrect and faulty Work. The Contactor shall ensure that incorrect or faulty Work is corrected immediately. § 3.4 LABOR AND MATERIALS § 3.4.1 Unless otherwise provided in the Contract Documents,the Contractor shall provide and pay for labor, materials,equipment,tools,construction equipment and machinery,water,heat,utilities,transportation,and other facilities and services necessary for proper execution and completion of the Work,whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4,the Contractor may not make substitutions without the written consent of the Owner,after evaluation by the Architect and the Construction Manager and in accordance with a Change Order or Construction Change Directive.If the Contractor requests a material substitution after execution of the Contract, the Contractor shall retain liability for the performance of the substituted materials or products and shall certify that the substituted materials or products are equal to or better than the original materials or products. All substitutions shall meet or exceed Department of Energy Building America and Aspen/Pitkin Efficient Building criteria. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. The Owner may,by notice in writing,require the Contractor to remove from the Work any employee the Owner deems incompetent,careless or otherwise objectionable. § 3.4.4 All work under this Contract shall be performed in a skillful and workmanlike manner in accordance with industry standards. § 3.5 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment famished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise.The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects,except for those inherent in the quality of the Work the Contract Documents require or permit.Work,materials,or equipment not conforming to these requirements may be considered defective.The Contractor's warranty excludes remedy for damage or defect caused by abuse,alterations to the Work not executed by the Contractor,improper or insufficient maintenance,improper operation,or normal wear and tear and normal usage.If required by the Architect,the Contractor shall famish satisfactory evidence as to the kind and quality of materials and equipment. §3.5.1 The Contractor shall provide the original of,and assign to the Owner at the time of Substantial Completion of the Work,any and all Subcontractor's,Sub-subcontractor's,suppliers'and manufacturer's warranties,guarantees,and maintenance requirements required to maintain al l warranties and guarantees,relating to materials and labor used in the Work.These materials shall be assembled in Warranty Manuals and submitted to the Owner through the Construction Manager.The Contractor shall perform the Work in a manner consistent with and so as to preserve any and all such guarantees and warranties.if the Contractor performs warranty work during the warranty period which later is discovered to not have been performed correctly,the Contractor shall repair the work in accordance with Section 12.2.23. §3,5.2 In the event that the Contractor,or any of its Subcontractors,performs any subsurface investigations, Contractor shall promptly forward copies of the results or reports of such investigations to the Owner,Construction Manager and Architect. Init. AIA Document A201""—2007.Copyright©1011,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIO Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 15 reproduction or distribution of this AlAe 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 documentwas produced byAlAsoftware at 13:48:26 on 01/1512014 under Order No.2777914493_1 which expires on 11/24/2014,and Is not for resala. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 §3.5.3 Temporary or trial usage by the Owner of any mechanical device,machinery,apparatus,equipment,or any work or material supplied under the Contract before substantial completion and written acceptance by the Architect or Commissioning Agent,shall not be construed as evidence of the Architect's,Commissioning Agent's,Construction Manager's,or the Owner's acceptance of same,or the commencement of any warranty periods. §3.5.4 The Owner shall have the right of such temporary or trial usage,for such reasonable time as the Owner, Commissioning Agent,or the Architect deem proper. §3.5.5 If the Contractor so elects, it may,without cost to the Owner,make such trial usage. However,trials shall only be conducted with the Architect's and Commissioning Agent's prior approval and under observation by either of them. Equipment and/or materials shall be replaced or returned to"as new"condition prior to acceptance by the Owner or Commissioning Agent. § 3.6 TAXES All purchases of construction or building materials shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. The Owner's State of Colorado tax identification number is 98-04557. The Owner's Federal Tax Identification Number is 84-6000563. § 3.7 PERMITS, FEES, NOTICES AND COMPLIANCE WITH LAWS § 3.71 Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for the building permit as well as for other permits,fees,licenses,and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions.If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2)unknown physical conditions of an unusual nature,that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documeuts,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions.The Architect,Owner and Construction Manager will promptly investigate such conditions and,if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of,or time required for,performance of any part of the Work,will recommend an equitable adjustment in the Contract Sinn or Contract Time,or both.If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified,the Architect shall promptly notify the Owner and Contractor in writing,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may proceed as provided in Article 15. § 3.7.5 If,in the course of the Work,the Contractor encounters human remains or recognizes the existence of burial markers,archaeological sites or wetlands not indicated in the Contract Documents,the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner,Construction Manager and Architect,Upon receipt of such notice,the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations.The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features.Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15, Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1025,1937,1951,1958,1961,1963,1966,1970,1076,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized �g 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 byAlA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/2412014,and Is not for resale. User Notes: (1918334283) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 3.8ALLOWANCES § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents.Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes,less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site,labor,installation costs,overhead,profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 Whenever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly by Change Order.The amount of the Change Order shall reflect(1)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 SUPERINTENDENT § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The Superintendent shall remain on the Project Site,without substitution,until all punch list items have been completed to the satisfaction of the Architect and the Commissioning Agent. No subcontractor shall perform work on the site without the presence of the Superintendent or Assistant Superintendent.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor,as soon.as practicable after award of the Contract,shall furnish in writing to the Owner and the Architect through the Construction Manager the name and qualifications of a proposed superintendent.The Construction Manager may reply within 14 days to the Contractor in writing stating(1)whether the Owner or the Architect has reasonable objection to the proposed superintendent or(2)that the Architect or Owner requires additional time to review.Failure of the Construction Manager to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed, The Contractor shall designate a second person in charge in writing in the event the Superintendent is temporarily absent due to illness,vacation,or any other cause(s). § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor,promptly after being awarded the Contract,shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work compliant with the AGC's Construction Scheduling Guidelines.The schedule shall not exceed time limits current under the Contract Documents,shall be revised at appropriate intervals as required by the conditions of the Work and Project,shall be related to the entire Project to the extent required by the Contract Documents,and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor shall prepare a submittal schedule,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule,and shall submit the schedule(s)for the Architect's and Construction Manager's approval,The Architect's and Construction Manager's approval shall not unreasonably be delayed or withheld.The submittal schedule shall(1)be coordinated with the Contractor's construction schedule,and (2)allow the Architect reasonable time to review submittals.If the Contractor fails to subnnit a submittal schedule,the Contractor shall not be end ded to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in accordance with the most recent schedules submitted to and approved by the Owner,Construction Manager and Architect. AIA Document A201 T"—2007.Copyright®1911,1915,1918,1925,1937,1951,1956,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This Ale Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 17 reproduction or distribution of this AWA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the 1 maximum extent possible under the low.This document was produced by AIA software at 13:48:26 on 01115/2014 under Order No.2777914493_1 which expires on 11/24/2014,and is net for resale. User Notes: (1916334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 ,§ 3.10.4 This Contractor's Construction Schedule will include,but is not limited to,work activities required by each section of the specifications as listed in the Contract Documents to complete the Work. The duration,sequence,cost for each work activity(separate amounts for labor and material),and dependency of the work activity on other work activities will be generated by the Contractor. The Construction Manager's Master Project Schedule is to be used, among other functions,to provide a comprehensive planning tool for completion of both the Work and the Project. Contractor will cooperate fully with the Construction Manager in integrating the Contractor's Construction Schedule into the Master Project Schedule. § 3.10.5 Upon acceptance by the Construction Manager,the Master Project Schedule shall supersede previously submitted schedules. Each updated Master Project Schedule shall supersede previous updates. § 3.10.6 The Contractor shall cooperate with the Construction Manager in scheduling and performing the Contractor's Work to avoid conflict,delay in or interference with the Work of other Contractors or the operations of the Owner's own forces. § 3.10.7 The Construction Manager,together with the Contractor,will monitor the Master Project Schedule,and incorporate the Contractor(s)updates to their portions of this overall schedule. § 3.10.8 The Contractor will produce a short interval schedule on major weeldy work activities. At each weekly job meeting this schedule will be reviewed by the Contractor with all affected Subcontractors and the Construction Manager. 3.10.9 Delivery and Storage. The Contractor shall exercise due diligence in seeing that all equipment,material,and supplies are delivered in advance of the time they are needed on the job. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings,Specifications,Addenda,Change Orders and other Modifications,in good order and marked currently to indicate field changes and selections made during construction,and one copy of approved Shop Drawings,Product Data,Samples and similar required submittals.These shall be available to the Architect and shall be delivered to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12.1 Shop Drawings are drawings,diagrams,schedules and other data specially prepared for the Work by the Contractor or a Subcontractor,Sub-subcontractor,manufacturer,supplier or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations,standard schedules,performance charts,instructions,brochures,diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work § 3.12.3 Samples are physical examples that illustrate materials,equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings,Product Data,Samples and similar submittals are not Contract Documents.Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals.Review by the Architect is subject to the limitations of Section 4.2.7.Informational submittals upon which the Architect is not expected to take responsive action maybe so identified in the Contract Documents.Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents,approve and submit to the Architect,with a copy to the Construction Manager, Shop Drawings,Product Data,Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Init. AIA Document A201TM--20D7.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 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 g reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will bo prosecuted to the ! maximum extent possible underthe law.This documentwas produced by AIA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 3.12.6 By submitting Shop Drawings,Product Data,Samples and similar submittals,the Contractor represents to the Owner and Architect that the Contractor has(1)reviewed and approved them,(2)determined and verified materials, field measurements and field construction criteria related thereto,or will do so and(3)checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings,Product Data,Samples or similar submittals until the respective submittal has been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings,Product Data,Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and(1)the Architect has given written approval to the specific deviation as a minor change in the Work,or(2)a Change Order or Construction Change Directive has been issued authorizing the deviation.The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data,Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention,in writing or on resubmitted Shop Drawings,Product Data, Samples or similar submittals,to revisions other than those requested by the Architect on previous submittals.In the absence of such written notice,the Architect's approval of a resubmission shall not apply to such revisions. § 3,12,10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques,sequences and procedures.The Contractor shall not be required to provide professional services in violation of applicable law.If professional design services or certifications by a design professional related to systems,materials or equipment are specifically required of the Contractor by the Contract Documents,the Architect will specify all performance and design criteria that such services must satisfy.The Contractor shall cause such services or certifications to be provided by a properly licensed design professional,whose signature and seal shall appear on all drawings,calculations,specifications,certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to the Architect.The Owner,Construction Manager,and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services,certifications and approvals performed or provided by such design professionals,provided the Architect has specified to the Contractor all performance and design criteria that such services must satisfy.Pursuant to this Section 3.12.10,the Architect will review,approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3,12.11 Fire Protection and Life Safety Systems: All life safety systems and building assemblies shall be designed by a professional engineer licensed in the state of Colorado,and shall be designed,constructed,and installed in accordance with the current applicable Aspen Fire Protection District requirements:NFPA 13, 13D, 13R as applicable;NFPA 72(Alarm Systems);2003 International Fire Code;all as amended by the AFPD and adopted by the City of Aspen at time of permit submittal. It is the Contractor's sole responsibility to ensure the fire protection sprinkler system is compatible with the water system pressures existing at the Project site, § 3,12.12 Before ordering any material or doing any Work,the Contractor shall verify all measurements for Work completed at the Project and shall be responsible for their accuracy. Any differences found shall be submitted to the Architect for consideration before proceeding with the Work, The Contractor shall use its utmost efforts to identify discrepancies in dimensions in a timely manner and notify the Owner and Construction Manager of these prior to commencing any work affected by the ambiguous dimensions. No extra charge or compensation shall be allowed because of differences between actual measurements and the dimensions indicated on the drawings. unit. AIA Document A2011M--2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 19 reproduction or distribution of this Ale 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 byAIA software at 13:48:26 on 01115/2014 under Order No.2777914493_1 which expires on 11/24/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. §3.13.1 Protection of construction materials and equipment stored at the Project Site from weather,theft,vandalism, damage or all other adversity is solely the responsibility of the Contractor and its subcontractors,to the extent that such losses are not covered by builder's risk insurance. § 3.13.2 During the performance of the Work required by this Agreement,the Contractor or Subcontractor, will use such entrances to the construction site that may be designated by the.Owner. These entrances may be reviewed and changed from time to time by the Owner. § &13.3 The Owner shall be responsible for snow removal only on public streets which have been dedicated to the City. Snow removal within the site for the purpose of performing and protecting Work shall be the responsibility of the Contractor. § 3.13.4 Site Snow Management: Contractor acknowledges that the Project is to be built in an area of heavy seasonal snows. Contractor shall be responsible for site snow removal and designated snow storage areas adequate to store 100%(one hundred percent)of the snow from the site during the snow season. §3.13.5 The Contractor shall erect and maintain a 8'-0"chain link fence around the perimeter of the construction site throughout the Construction Phase. The area inside the perimeter of the fence shall include areas adequate for 100%(one hundred percent)of site snow storage. §3.13.6 The Contractor shall be responsible for the mitigation and/or abatement of all noise,dust,erosion,fumes, traffic,recycling of construction materials,or other by-product of construction activity that have an adverse effect on the adjacent residents. Such mitigation and/or abatement shall comply with the Aspen Building Department and Aspen Engineering Department's requirement for a Construction Management Plan(CMP),including but not limited to,Dust Control,Erosion Control,traffic management,recycling,mud mitigation and clean up and Noise Control, §3.13.7 Erosion Control: Contractor shall prepare and implement a Stormwater Pollution Prevention Plan in accordance with EPA's National Pollutant Discharge Elimination System(NPDES)General Permit for stotmwater discharges from Large and Small Construction Activities(effective June 30,2008). Any mud tracked onto public roadways shall be removed daily. §3.13,8 The Contractor is advised that the project site area is subject to high winds. The Contractor shall maintain all materials secured or tied down daily to prevent possible damage caused by flying materials and debris. §3.13,9 The Contractor shall maintain access around the construction site. §3.13.10 The Contractor shall furnish and maintain sufficient sanitary facilities for its own forces. The facilities of the existing buildings will not be available for construction use. §3.13.11 Inappropriate Behavior:The Contractor shall control its employees and subcontractors on the job site at all times. Alcohol and illegal drugs shall be strictly prohibited on the Project at all times. Any intoxicated person(s)shall be immediately removed from the Project. Workers shall dress in an appropriate manner on the Project at all times. Profanity and loud or offensive behavior shall be strictly prohibited,as well as any other activities deemed inappropriate to the Owner. The Owner shall be entitled to demand the permanent removal from the Project of any person(s)who are repeat offenders. §3.13.12 The Contractor shall layout and mark any plantings,shrubs and trees which will require removal a minimum of five(5)business days prior to their removal.The Contractor shall notify the Architect and Construction Manager in writing immediately upon completion of this marking, The Construction Manager will then give permission for removal in writing to the Contractor. Plantings, shrubs, and trees shall not be removed or damaged without such permission. AIA Document A201 T"—2007.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 20 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 13:48:26 on 01115/2014 under Order No.2777914403_1 which expires on 11/24/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 3.13.13 The Contractor shall provide all reasonable protection to prevent damage,injury or loss to,all persons at the site and all property at the site and adjacent thereto. The Contractor acknowledges the Project site is adjacent to existing structures which will be occupied during the performance of the Work. § 3.13.14 The Contractor shall notify all public utility companies a minimum of two(2)business days prior to the commencement of any work by it or its subcontractors in the vicinity of the utilities. No work shall commence until the utilities have been located and staked by the utility company or written consent from the Architect to proceed has been given to the Contractor. If the utility service must be interrupted,the Contractor shall notify the head of the local utility services,the Owner,the Architect,the Construction Manager, and the utility users affected by the interruption. Such notice shall consist of direct written communication,publication in a local newspaper,and/or announcement on local radio or television stations,whichever is most reasonably calculated to give notice to such utility users. § 3,14 CUTTING AND PATCHING § 3.14.1 The Contractor shall be responsible for cutting,fitting or patching required to complete the Work or to make its parts fit together properly.All areas requiring cutting,fitting and patching shall be restored to the condition existing prior to the cutting,fitting and patching,unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting,patching or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor, such consent shall not be unreasonably withheld.The Contractor shall not unreasonably withhold fiom the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. § 3.15 CLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract.At completion of the Work,the Contractor shall remove waste materials,rubbish,the Contractor's tools,construction equipment,machinery and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS The Con tractor shall pay all royalties and license fees.The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof,but shall not be responsible for such defense or loss when a particular design,process or product of a particular manufacturer or manufacturers is required by the Contract Documents,or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect.However,if the Contractor has reason to believe that the required design,process or product is an infringement of a copyright or a patent,the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. § 3.18 INDEMNIFICATION § 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Construction Manager,Architect,Architect's consultants,and agents and employees of any of them from and against claims,damages,losses and expenses,including but not!united to attorneys'fees and expert witness fees,arising out of orresulting from performance of the Work,provided that such claim,damage,loss or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property(other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor,a Subcontractor,anyone directly or indirectly employed by them or anyone for whose acts they may be liable,regardless of whether or not such claim, damage,loss or expense is caused in part by a patty indemnified hereunder.Such obligation sliall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18.In the event Contractor is liable for all or any portion of any claim,damages,losses or AIA Document A201 TO—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Archltects.All rights reserved.WARNING:This Ale Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 21 reproduction or distribution of this Ale 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 documentwas produced byAlA software at 13:48:26 on 01/15/2014 under Order N11.2777914493_1 which expires on 111/2412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 expenses,Contractor shall reimburse Owner for its reasonable attorneys'fees,expert witness fees,and costs incurred that are attributable to Contractor's pro rata share of liability. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor,anyone directly or indirectly employed by them or anyone for whose acts they may be liable,the indermi fication obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4,1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located.That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Architect shall designate in writing a representative who shall have express authority to bind the Architect with respect to all matters related to the Project.The term"Architect"means the Architect and the authorized representative. § 4.1.2 Duties,responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted,modified or extended without written consent of the Owner,Contractor and Architect.Consent shall not be unreasonably withheld. § 4.1.3 If the employment of the Architect is terminated,the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment.The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction,or as otherwise agreed with the Owner,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine in general if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect will not have control over,charge of,or responsibility for,the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities tinder the Contract Documents,except as provided in Section 3.3.1. § 4.2.3 On the basis of the site visits,the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and report to the Owner(1)known deviations from the Contract Documents and fi•om the most recent construction schedule submitted by the Contractor,and(2)defects and deficiencies observed in the Work.The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor,Subcontractors,or their agents or employees,or any other persons or entities performing portions of the Work. § 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized,the Owner and Contractor shall endeavor to communicate with each other through the Construction Manager,with a copy to the Owner and Architect,about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect.Communications by and with Subcontractors and material suppliers shall be through the Contractor.Communications by and with separate contractors shall be through the Owner or the Construction Manager. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 22 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 documentwas produced byAlA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/2412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents,Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3,whether or not such Work is fabricated,installed or completed. However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,material and equipment suppliers, their agents or employees,or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve,or take other appropriate action upon,the Contractor's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review.Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities,or for substantiating instructions for installation or performance of equipment or systems,all of which remain the responsibility of the Contractor as required by the Contract Documents,The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3,3,3.5 and 3.12.The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Architect,of any construction means,methods,techniques,sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Construction Manager will prepare Change Orders and Construction Change Directives. The Architect may authorize minor changes in the Work as provided in Section 7.4.The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion pursuant to Section 9.8;receive and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10;and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree,the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site.The duties,responsibilities and limitations of authority of such project representatives shall be as.set forth in an exhibit to be incorporated in the Contract Documents. , § 4.2.11 The Architect will interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness, § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of,and reasonably inferable from,the Contract Documents and will be in writing or in the form of drawings.When malting such interpretations and decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.If appropriate,the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site.The term"Subcontractor"is referred to throughout the Contract Documents as if singular in number AIA Document A201 Te—2007.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 byThe American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 23 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 byAIA software at 13:48:26 on 01115!2014 under Order No.2777914493_1 which expires on 11124(2014,and Is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 and means a Subcontractor or an authorized representative of the Subcontractor.The term"Subcontractor"does not include a separate contractor or subcontractors of a separate contractor. § 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site.The term"Sub-subcontractor"is referred to throughout the Contract Documents as if singuIar in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2.1 The Contractor,as soon as practicable after award of the Contract,shall furnish in writing to the Owner through the Construction Manager,and to the Architect the names of persons or entities(including those who are to famish materials or equipment fabricated to a special design)proposed for each principal portion of the Work.The Construction Manager may reply within 14 days to the Contractor in writing stating(1)whether the Owner or the Architect has reasonable objection to any such proposed person or entity or(2)that the Architect requires additional time for review.Failure of the Construction Manager,Owner or Architect to reply within the 14-day period shall constitute notice of no reasonable objection. § 5,2.2 The Contractor shall not contract with a proposed person or entity to whom the Construction Manager,Owner or Architect has made reasonable and timely objection.The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Construction Manager,Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Construction Manager,Owner or Architect has no reasonable objection.If the proposed but rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be increased or decreased by the difference,if any,occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However,no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor,person or entity previously selected if the Construction Manager,Owner or Architect makes reasonable objection to such substitution. §515 The Contractor shall,after receipt of Notice to Proceed and approval of the Iist of subcontractors and material suppliers,place orders for all equipment,materials,and supplies required for the Work with reasonable promptness. Contractor shall submit to the Construction Manager evidence that such orders have been placed. § 5.3 SUBCONTRACTUAL RELATIONS By appropriate written agreement,the Contractor shall require each Subcontractor,to the extent of the Work to be performed by the Subcontractor,to be bound to the Contractor by terms of the Contract Documents,and to assume toward the Contractor all the obligations and responsibilities,including the responsibility for safety of the Subcontractor's Work,which the Contractor,by these Documents,assumes toward the Construction Manager,Owner and Architect.Each subcontract agreement shall preserve and protect the rights of the Construction Manager,Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights,and shall allow to the Subcontractor,unless specifically provided otherwise in the subcontract agreement,the benefit of all rights,remedies and redress against the Contractor that the Contractor,by the Contract Documents,has against the Owner.The Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors.The Contractor shall make available to each proposed Subcontractor,prior to the execution of the subcontract agreement,copies of the Contract Documents to which the Subcontractor will be bound,and,upon written request of the Subcontractor,identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. The Contractor shall furnish to Owner and Construction Manager copies of all subcontractor agreements upon request. § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that AIA Document A201 Te—2001.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.Alt rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Low and International Treaties.Unauthorized 24 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 documentwas produced by AIA software at 13:46:26 on 01(15/2014 under Order No.2777914493_1 which expires on 11/2412014,and is not for resale. User Notes: (191833A263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 ,1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing;and ,2 assignment is subject to the prior rights of the surety,if any,obligated tender bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment,if the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon such assignment to the Owner under this Section 5.4,the Owner may further assign the subcontract to a successor contractor or other entity.If the Owner assigns the subcontract to a successor contractor or other entity,the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces,and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substanti ally similar to these including those portions related to insurance and waiver of subrogation.If the Contractor claims that delay or addi tional cost is involved because of such action by the Owner,the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term"Contractor"hi the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 6.1.3 The Owner shall provide through the Construction Manager for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor,who shall cooperate with them.The Contractor shall participate with the Construction Manager,other separate contractors and the Owner in reviewing their construction schedules in the context of the Master Project Schedule.The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement with the Construction Manager and the Owner,The Contractor's construction and the Master Project Schedule,as revised,shall then constitute the schedules to be used by the Contractor,Construction Manager,separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents,when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract,including,without excluding others,those stated in Article 3,this Article 6 and Articles 10, 11 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner,the Construction Manager,the Architect,and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities,and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.21f part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor,the Contractor shall,prior to proceeding with that portion of the Work,promptly report to the Construction Manager and the Architect in writing any apparent discrepancies or defects in such other construction that would render i t unsuitable for such proper execution and results.Failure of the Contractor so to report shall constitute an aclmowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work,except as to defects not then reasonably discoverable through the Contractor's reasonable diligence. AIA Document A201 T"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1078,1987,1997 and 2007 by The American Init. institute of Architects.Ali rights reserved.WARNING:This AIA°Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 25 reproduction or distribution of this AIAo Document,or any portion of it,may result in severe civil and criminal penalties,and will he prosecuted to the ! maximum extent possible under the law.This document was produced byAIA software at 13:48:26 on 01/1612014 under Order No.2777914493_1 which expires on 11/2A/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays,improperly timed activities,failure to properly protect work in place,damage to the Work,or defective construction.The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays,improperly timed activities,failure to properly protect work in place, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor,separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,the Owner may clean up and the Construction Manager will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract,and without invalidating the Contract,by Cbange Order,Construction Change Directive or order for a minor change in the Work,subject to the linvtations stated in this Article 7 and elsewhere in the Contract Documents. §7.1.2 Any increase or decrease to the Contract Time or Schedule resulting from changes to the Contract Documents shall be included in each Change Order. Responses to requests from the Owner,or Claims from the Contractor for an increase in the GNP shall include,if applicable,any request for change of the Contract Time or Schedule and the cost associated therewith. In the absence of an adequately documented request for change of the Contract Time or Schedule included in the request for a Change Order,no subsequent adjustment of the Contract Time or Schedule will be considered relative to such Change Order. § 7.1.3 The total allowable overhead and profit on changes in the Work included in the total cost to the Owner shall be based on the following schedule: .1 For the Contractor,for Work performed by the Contractor's own forces,ten percent(10%)of the cost. .2 For the Contractor,for Work performed by the Contractor's Subcontractor,five percent(5%)of the amount due the Subcontractor. .3 For each Subcontractor or Sub-subcontractor involved,for Work performed by that Subcontractor or Sub-subcontractor's own forces,ten percent(10%)of the cost, .4 For each Subcontractor,for Work performed by the Subcontractor's Sub-subcontractors,five percent(5%) of the amount due the sub-subcontractor. ,5 Cost to which overhead and profit is to be applied shall be determined in accordance with Subsection 7.3,7. § 7.1.3 Each Change Order request,Construction Change Directive price,or claim submitted by the Contractor shall be accompanied by a complete itemization of costs including labor,materials,and subcontracts. Subcontract pricing shall also be itemized. § 7.1,4 A Change Order shall be based upon agreement among the Owner,Contractor and Architect;a Construction Change Directive requires agreement by the Owner and Architect and may or may not he agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone, AIA Document A201 I"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.Alt rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties,Unauthorized 2ra reproduction or distribution of this AIA Document,or any portion of It,may result in severe cfvli and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This documentwas produced byAIA software at 13:48:26 on 0111512014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1918334263) Exhibit D: Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 7.1.5 Changes in the Work shall be performed under applicable provisions of the Contract Documents,and the Contractor shall proceed promptly,unless otherwise provided in the Change Order,Construction Change Directive or order for a minor change in the Work. § 7.2 CHANGE ORDERS § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner,Contractor and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment,if any,in the Contract Sum;and .3 The extent of the adjustment,if any,in the Contract Time. § 7,2.2 Notwithstanding anything in the Contract Documents to the contrary,Amendments,Construction Change Directives,or Change Orders shall not be binding on the City without an authorized signature in accordance with the City of Aspen Procurement Code. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect,directing a change in the Work prior to agreement on adjustment,if any,in the Contract Sum or Contract Time,or both.The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions or other revisions,the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee;or .4 As provided in Section 7.3,7. § 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon,and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor,the applicable unit prices shall be equitably adjusted. § 7.3.5 Upon receipt of a Construction Change Directive,the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Connector's agreement or disagreement with the method,if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Construction Manager shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change,including,in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement under Section 7.1.3,the Contractor shall keep and present,in such form as the Construction Manager.may prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.7 shall be limited to the following: .1 Costs of labor,including social security,old age and unemployment insurance,fringe benefits required by agreement or custom,and workers'compensation insurance; AIA Document A201`4—2007.Copyrlght©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects,All rights reserved.WARNING:This AtAe Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 27 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 r maximum extent possible underthe law.This documentwas produced by AIA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/24/2014,and Is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 .2 Costs of materials,supplies and equipment,including cost of transportation,whether incorporated or consumed; .3 Rental costs of machinery and equipment,exclusive of hand tools,whether rented from the Contractor or others; 4 Costs of premiums for all bonds and insurance,permit fees,related to the Work;and .5 Additional actual costs of supervision and field office personnel directly attributable to the change. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract.Sum shall be actual net cost as confirmed by the Construction Manager.When both additions and credits covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured on the basis of net increase,if any,with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner,the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment.The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines,in the Architect's professional judgment,to be reasonably justified.The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order,subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning die adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments,such agreement shall be effective immediately and the Architect will prepare a Change Order,Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 MINOR CHANGES IN THE WORK The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents.Prior to issuing a Minor Change,the Architect shall notify the Owner,Construction Manager,and the Contractor of the nature,extent and anticipated time of issuance of the proposed directive.The Architect and Contractor shall make adjustments to the Contract Documents to reflect the proposed directive for the review of the Owner,Architect and Contractor, if the Contractor should determine that the proposed directive will increase the cost and time of completion of the Work,or impact the Contractor.'s ability to construct the work in accordance with the revised Contract Documents,then the Contractor shall so notify the Owner,Construction Manager,and the Architect. The Contractor shall not proceed without an approved Change Order or Construction Change Directive. ARTICLE 8 TIME § 8.1 DEFINITIONS § 8.1.1 Unless otherwise provided,Contract Time is the period of time,including authorized adjustments,allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term"day"as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract,By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly,except by agreement or instruction of the Owner in writing,prematurely commence operations on the si to or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner.The date of commencement of the Work shall not be changed by the effective date of such insurance. Init. At Document A201 TM-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute ofArchltects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 28 reproduction or distribution of this Al a 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 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time, § 8.2.4 The Contractor shall begin the Work within five(5)days of the date of commencement in the Notice to Proceed. The Contractor shall carry the Work forward expeditiously with adequate forces and shall achieve Substantial Completion,and Final Completion within the times stated in the Contract Documents. § 8.2.5 In the event that the Contractor fails, or appears likely to fail,to complete a Contractual Milestone or completion date as evidenced by the latest update of the Contractor's Construction Schedule,through no fault of the Owner or Architect or Construction Manager,or any of their employees,the Owner shall have the right to impose any or all of the following options: § 8.2.5.1 Require the Contractor to prepare a Recovery Plan to get back on schedule within ten(10) days. § 8.2.5.1.1 If the Recovery Plan proposed by the Contractor does not reflect completion of the Project by the applicable Contractual Milestone or completion dates in the current Contractor's Schedule,as adjusted,the Owner may unilaterally establish a Recovery Plan and the Contractor shall comply therewith,and/or the Construction Manager may require the Contractor to take any of the actions set forth below and its subsections without additional cost to the Owner,Construction Manager,or Architect,to makeup the lag in scheduled progress. § 8,2.5.2 Require the Contractor to increase its work force,work overtime,and/or extra shifts,and do whatever else is required by the Owner until Contractor gets back on schedule as established by the Contractor's Construction Schedule(including any updates thereto),such measures being at no extra cost to Owner. § 8.2.5.3 Withhold progress payment in accordance with Section 9.5.1. § 8.2.5.4 Contact or visit any factory,plant or distribution center whose production or delivery schedule may be causing a delay to the scheduled completion of the Work,and expedite same,at Contractor's expense, § 8.2.5.5 Failure of the Contractor to substantially comply with the requirements of Section 8.2.5 shall be grounds for a determination by the Owner that the Contractor is in breach of this Contract by failing to prosecute the Work to ensure its completion within both the Contract Time and the updated Contractor's Construction Schedule. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect,Construction Manager,or of an employee of either,or of a separate contractor employed by the Owner,or by changes ordered in the Work;or by labor disputes,fire,unusual delay in transportation,unavoidable casualties or other causes beyond the Contractor's control;or by delay authorized by the Owner pending mediation; or by other causes that the Architect or Owner determines may justify delay,then the Contract Time shall be extended by Change Order for such reasonable time as the Architect and Owner may determine.This provision shall not affect or limit the Owner's rights against any party other than the Contractor. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum is stated in the Agreement and,including authorized adjustments,is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES Where the Contract is based on a stipulated sum or Guaranteed Maximum.Price,the Contractor shall submit to the Architect and Owner,through the Construction Manager,before the first Application for Payment,a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect,Owner and Construction Manager may require.The AIA Document A201"m—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American [nit. Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U.S.copyright Law and International Treaties.Unauthorized 29 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 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/24/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Schedule of Values shall include a separate line item for monthly updating of the As-Built Record Drawings in electronic format. This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least ten days before the date established for each progress payment,the Contractor shall submit to the Architect and Construction Manager an itemized Application for Payment prepared in accordance with the schedule of values under Section 9.2,for completed portions of the Work.Such application shall be notarized,if required,and supported by such data substantiating the Contractor's right to payment as the Owner,Construction Manager or Architect may require,such as copies of requisitions from Subcontractors and material suppliers,and shall reflect retainage if provided for in the Contract Documents. § 911,1 As provided in Section 7.3.9,such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives,or by interim determinations of the Architect,but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier,unless such Work has been performed by others whom the Contractor intends to pay. § 9,3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work.If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such stored materials and equipment, which must be properly labeled with the Project identification,must be in a bonded warehouse,must be available for inspection by the Architect and Construction Manager,and must be accompanied by documentary evidence as to quantity and value of materials,including insurance on the materials as evidenced by a Certificate of Insurance,or otherwise protect the Owner's interest,and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall,to the best of the Contactor's knowledge,information and belief,be free and clear of liens,claims,security interests or encumbrances in favor of the Contractor,Subcontractors,material suppliers,or other persons or entities making a claim by reason of having provided labor,materials and equipment relating to the Work.Evidence of payment for all work included in previous payments to the Contractor shall be provided in writing from each subcontractor and material supplier. § 9.3.4 As a condition precedent to payment,the Contractor shall demonstrate that the As-Built Record Drawings are updated in electronic format,and the Contractor's Construction Schedule is updated,through the date of the Application for Payment. § 9.4 CERTIFICATES FOR PAYMENT § 9.4.1 The Architect will,within seven days after receipt of the Contractor's Application for Payment,either issue to the Owner a Certificate for Payment,with a copy to the Contractor,for such amount as the Architect determines is properly due,or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner,based on the Architect's evaluation of the Work and the data comprising the Application for Payment,that,to the best of the Architect's knowledge,information and belief,the Work has progressed to the pount indicated and that the quality of the Work is in accordance with the Contract Documents,and that the As-Build Record Drawings are updated in electronic format,and that the Contractor's Construction Schedule is updated,through the date of the Application for Payment.The foregoing representations are subject to the Architect's evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to correction of AIA Document A201 T"—2007.Copyright©1911,1915,1018,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AI A°Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 30 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 f maximum extent possible underthe law.This documantwas produced byAIA software at 13:48:26 on 0111512014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Owner and Architect.The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified.However,the issuance of a Certificate for Payment will not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods,techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)made examination to ascertain how or for what propose the Contractor has used money previously paid on account of the Contract Sum. § 9.4.3 Retainage of five percent(5%)will be withheld. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made.If the Architect is unable to certify payment in the amount of the Application,the Architect will notify the Contractor and Owner with a copy to the Construction Manager as provided in Section 9.4.1,If the Contractor, Construction Manager,and Architect cannot agree on a revised amount,the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner.The Architect may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible,including loss resulting from acts and omissions described in Section 3.3.2,because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor,materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;or .7 repeated failure to carry out the Work in accordance with the Contract Documents,or .8 contractor's failure to obtain necessary permits or licenses or to comply with applicable codes,regulations, or other laws;or .9. failure to maintain current As-Built Record Drawings in electronic forniat;or .10 failure to maintain a current,updated Construction Schedule;or .11 failure of the Contractor to comply with provisions of the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed,certification will be made for amounts previously withheld.In the event the Architect nullifies a previously issued Certificate for Payment,and the Owner has, prior to such nullification,paid thereon,the Contractor shall promptly reimburse to the Owner amounts the latter had paid pursuant to the nullified Certificate for Payment. Alternately,the Owner may withhold payment in any subsequent Application for Payment,until the reasons for nullification of the previously issued project Certificate for Payment have been remedied. § 9.5.3 If the Architect withholds certification for payment under Section 9.5.1.3,the Owner may,at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered.If the Owner makes payments by joint check,the Owner shall notify the Architect and the Architect will reflect such payment on the next Certificate for Payment. § 9.5.4 The Contractor shall not stop work or terminate the Contract if the Architect should refuse to issue certification under Section 9.5 or its subsections or any other portion of the General Conditions as supplemented herein. § 9.6 PROGRESS PAYMENTS § 9.6.1 After the Architect has issued a Certificate for Payment,the Owner shall make payment in the manner and within the time provided in the Contract Documents,and shall so notify the Architect. AIA Document A201 TM—2007.Copyright©1911,1915,1916,1925,1937,1951,1956,1961,1963,1966,1970,1976,1987,1907 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This Al a Document is protected by U.S.Copyright Law and International Treaties,Unauthorized 31 reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civll and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This documentwas produced by AIA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/2412014,and Is not for resale. User Notes: (1818334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 9.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled,reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work.The Contractor shall,by appropriate agreement with each Subcontractor,require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6.2.1 The Contractor shall not withhold from any Subcontractor sums due the Subcontractor for completed Work which has been paid for by the Owner. Sums withheld by the Owner from the Contractor for deficiencies solely attributable to the Contractor shall not be grounds for the Contractor to withhold stuns due to any Subcontractor. § 9.6.3 The Construction Manager will,on request,furnish to a Subcontractor,if practicable,information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Contractor shall provide evidence to the Owner that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work,beginning with the second Application for Payment.If the Contractor fails to furnish such evidence within seven days,the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid.Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor,except as may otherwise be required by law. § 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2,9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held in trust by the Contractor for those Subcontractors or suppliers who performed Work or Punished materials,or both,under contract with the Contractor for which payment was made by the Owner. § 9.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents the amount certified by the Architect,then the Contractor may, upon fifteen(15)additional days'written notice to the Owner and Architect,stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down,delay and start-up,plus interest as provided for in the Contract Documents. § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately,is substantially complete,the Contractor shall prepare and submit to the Architect and Construction Manager a comprehensive list of items to be completed or corrected prior to final payment.Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list,the Architect and Commissioning Agent will make an inspection to determine whether the Work or designated portion thereof is substantially complete.If the Architect's or Commissioning Agent's inspection discloses any item,whether or not included on the Contractor's list,which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Contractor shall,before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the Architect or Commissioning Agent,In such case, AIA Document A201Tm—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and Internatlonal Treaties.Unauthorized 32 reproduction or distribution of this AIA®Documont,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 byAIA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/2412014,and is not for resale. UserNoles: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 the Contractor shall then submit a request for another inspection by the Architect or Commissioning Agent to determine Substantial Completion. § 9.6.4 When the Work or designated portion thereof is substantially complete,the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion,shall establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance,and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate.Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate.Upon such acceptance and consent of surety,if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for 200%of the value of the Work that is incomplete or not in accordance with the requirements of the Contract Documents. The value of the incomplete or noncompliant Work shall be based on the Cost to the Owner to complete or repair the Work using other Contractors. §9.6.6 The Contractor shall provide a digital video record of all Owner staff training and commissioning of equipment. These videos will become a permanent part of all Operations and Maintenance manuals as applicable. §9,6.7 The Contractor shall famish the Owner "As-built Record Drawings"on CD disk using AutoCAD Version 2004 or later,and one set of reproducible mylars,certified and stamped by an engineer licensed in the State of Colorado. The Architect shall furnish one set of the original bidding documents to the Contractor for this work as"backgrounds"in electronic media as described above.Record Specifications shall be similarly modified,using the latest version of MS Word Windows XP. The Contractor shall furnish the Owner"As-built Record Drawings"on compact disk at Final Completion. § 9.9 PARTIAL OCCUPANCY OR USE § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor,provided such occupancy or use is consented to by the insurer as required under Section 11.3.1.5 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete,provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage,if any,security,maintenance,heat,utilities,damage to the Work and insurance,and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents.When the Contractor considers a portion substantially complete,the Contractor shall prepare and submit a list to the Architect and Construction Manager as provided under Section 9.8.2.Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld.The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or,if no agreement is reached,by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use,the Owner,Construction Manager,Commissioning Agent, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and carefully document the condition of the Work. § 9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance,a Final Certificate of Occupancy has been obtained on each building, and upon receipt of a final Application for Payment,the Construction Manager will schedule the Architect and Commissioning Agent to promptly make such inspection and,when the Architect and Commissioning Agent find the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge,information and belief,and on the basis of the Architect's on-site visits and inspections,the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable.The AIA Document A201T"-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U.S,Copyright Law and International Treaties.Unauthorized 33 reproduction or distribution of this Ale 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 documentwas produced byAlA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/2412014,and Is not for resale. User Notes: (1918334263) Exhibit D: Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10,2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect(1)an affidavit that payrolls,bills for materials and equipment,and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have been paid or otherwise satisfied,(2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner,(3)a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents,(4)consent of surety,if any,to final payment and(5),if required by the Owner,other data establishing payment or satisfaction of obligations,such as receipts,releases and waivers of claims,security interests or encumbrances arising out of the Contract,to the extent and in such form as may be designated by the Owner.If a Subcontractor refuses to famish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such claim.If such claim remains unsatisfied after payments are made,the Contactor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such claim,including all costs and reasonable attorneys'fees. § 9.10.3 If,after Substantial Completion of the Work,final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion,and the Construction Manager or Architect so confirm,the Owner shall,upon application by the Contractor,or recommendation by the Construction Manager,and certification by the Architect,and without terminating the Contract,make payment of the balance due for that portion of the Work fully completed and accepted.If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents,and if bonds have been furnished,the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment.Such payment shall be made under terms and conditions governing final payment,except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens,Claims,security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents;or .3 terms of special warranties required by the Contract Documents. § 9,10.5 Acceptance of final payment by the Contractor,a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating,maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage,injury or loss to .1 employees on the Work and other persons who may be affected thereby, .2 the Work and materials and equipment to be incorporated therein,whether in storage on or off the site, under care,custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontractors;and .3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, structures and utilities not designated for removal,relocation or replacement in the course of construction. § 10.2.2 The Contractor shall comply with and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities bearing on safety of persons or property or their protection from damage,injury or loss. AIA Document A201''"-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 34 reproduction or distribution of this AIAm 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 byA]A software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 1112412014,and Is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 10.2.3 The Contractor shall erect and maintain,as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work,the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel,The Contractor shall not use or store explosives or other hazardous materials or equipment on the Project without the advance written consent of the Owner after 15(fifteen)days written notice. § 10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3,except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them,or by anyone for whose acts either of them may be liable,and not attributable to the fault or negligence of the Contractor.The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,written notice of such injury or damage,whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery.The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 HAZARDOUS MATERIALS § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials.If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance,including but not limited to asbestos or polychlorinated biphenyl (PCB),encountered on the site by the Contractor,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. § 10.3.2 Upon receipt of the Contractor's written notice,the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and,in the event such material or substance is found to be present,to cause it to be rendered harmless.Unless otherwise required by the Contract Documents,the Owner shall fiunish in writing to the Construction Manager,Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance.The Construction Manager,Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.If either the Contractor or Architect has an objection to a person.or entity proposed by the Owner,the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection.When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner and Contractor.By Change Order,the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down,delay and start-up. § 10.3.3 Omitted. AIA Document A201 TM-2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AiAe Document Is protected by U.S.Copyright Law and International Treaties,Unauthorized .3 reproduction or distribution of this Ale Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the 1 maximum extent possible under the law.This document was produced byAlA software at 13:48:26 on 01/15/2014 under Order No.2777014493_1 which expires on 11/2412014,and is not for resafe. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs(1)for remediation of a material or substance the Contractor brings to the site and negligently handles,or(2)where the Contractor fails to perform its obligations Larder Section 10.3.1,except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 Omitted. § 10.4 EMERGENCIES In an emergency affecting safety of persons or property,the Contractor shall act,at the Contractor's discretion,to prevent threatened damage,injury or loss.Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 111 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Owner has purchased and maintained an Owner's Consolidated Insurance Program("OCIP")to cover the liability insurance,excess liability insurance,builder's risk insurance,and Contractor's pollution liability during the construction, and completed operations phases of the Project. The OCIP does not include any Workers' Compensation insurance coverage or professional liability insurance coverage. The OCIP coverage and insurance required to be provided by the Contractor and subcontractors is further clarified by Exhibit A,the OCIP Addendum. Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance required to be obtained by the Contractor under Exhibit B, OCIP Addendum,as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Contract and for which the Contractor may be legally liable,whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them,or by anyone for whose acts any of them may be liable: .1 Claims under workers'compensation,disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; .2 Claims for damages because of bodily injury,occupational sickness or disease,or death of the Contractor's employees; .3 Claims for damages because of bodily injury,sickness or disease,or death of any person other than the Contractor's employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages,other than to the Work itself,because of injury to or destruction of tangible property,including loss of use resulting therefrom; .6 Claims for damages because of bodily injury,death of a person or property damage arising out of ownership,maintenance or use of a motor vehicle; .7 Claims for bodily injury or property damage arising out of completed operations;and .8 Claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18, § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law,whichever coverage is greater.Coverages,whether written on an occurrence or claims-made basis,shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment,and,with respect to the Contractor's completed operations coverage,until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents,or until the end of the Colorado statute of repose,whichever is longer. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance.These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days'prior written notice has been given to the Owuer.An AIA Document A201 T"—2007.Copyright©1911,1915,1918,1925,1937,1951,1956,1961,1963,1966,1970,1976,1907,1997 and 2007 by The American Init. Institute of Architects.Ali rights reserved.WARNING;This AIA° Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 36 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 J maximum extent possible underthe law.Th1s document was produced by AIA software at 13:48:26 on 01/15/2014 under Order 10.2777914493_1 which expires on 11/2412014,and is not for resale. User Notes: (1916334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 additional certificate evidencing continuation of liability coverage,including coverage for completed operations,shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2.Information concerning reduction of coverage on account of revised claims paid under the General Aggregate,shall be furnished by the Contractor with reasonable promptness. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1)the Owner,the Construction Manager,the Architect and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and(2)the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. § 11.1.5 Limits of Insurance: See Exhibit B,OCIP Addendum,for limits of insurance. § 11.1.$ Failure to maintain insurance: Failure on the part of the Contractor to procure or maintain policies providing the required coverages,conditions,and minimum limits shall constitute a material breach of contract upon which Owner may immediately terminate this contract,or at its discretion Owner may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith,and all monies so paid by Owner shall be repaid by Contractor to Owner upon demand,or Owner may offset the cost of the premiums against monies due from Owner. § 11.1.7 Insurance Policies: Owner reserves the right to request and receive a certified copy of any policy and any endorsement thereto. § 11.1.8 Governmental Immunity: The parties hereto understand and agree that Owner is relying on,and does not waive or intend to waive by any provision of this contract,the monetary limitations or any other rights,immunities, and protections provided by the Colorado Governmental Immunity Act,Section 24-10-101 et seq.,C.KS.,as from time to time amended,or otherwise available to Owner,its officers,or its employees, §11,1.9 Owner's insurance:The parties hereto understand that the Owner is a member of the Colorado Intergovern- mental Risk Sharing Agency(CIRSA)and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Contractor for inspection during normal business hours. Owner makes no representations whatsoever with respect to specific coverages offered by CIRSA, Owner shall provide reasonable notice of any changes in its membership or participation in CIRSA. §11.1.10 Deductible:The Contractor shall pay any amounts not covered because of a deductible under the OCIP general liability policy up to$10,000 per claim. § 11.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for purchasing aid maintaining the Owner's usual liability insurance. § 11.3 PROPERTY INSURANCE § 11,3.1 Unless otherwise provided,the Owner shall purchase and maintain,in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located,property insurance written on a builder's risk"all-risk"or equivalent policy form in the amount of the initial Contract Sum,plus value of subsequent Contract Modifications and Amendments, and cost of materials supplied or installed by others,comprising total value for the entire Project at the site on a replacement cast basis without optional deductibles.Such property insurance shall be maintained,unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance,until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.3 to be covered,whichever is later.This insurance shall include interests of the Owner,the Contractor,Subcontractors and Sub-subcontractors in the Project. § 11.3.1.1 Property insurance shall be on an"all-risk"or equivalent policy form and shall include,without limitation, insurance against the perils of fire(with extended coverage)and physical loss or damage including,without AIA Document A201 TM—2007.Copyright©1911,1915,1916,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init, institute of Architects.All rights reserved.WARNING:This Ate Document is protected by U.S,Copyright Law and International Treaties.Unauthorized 37 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 f maximum extent possible underthe law,This document was produced byAJA software at 13:48:26 on 0111512014 under Order No.2777914493_1 which expires on 11/24/2014,and Is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 duplication of coverage,theft,vandalism,malicious mischief,collapse,earthquake,flood,windstorm,falsework, testing and startup,temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements,and shall cover reasonable compensation for Architect's and Contractor's services and expenses required as a result of such insured loss. § 11.3.1.2 Omitted. § 11.3.1.3 If the property insurance requires deductibles,the Contractor shall pay costs not covered because of such deductibles up to$10,000 per claim. § 11.3.1.4 This property insurance shall cover portions of the Work stored off the site,and also portions of the Work in transit. § 11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise.The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall,without mutual written consent,take no action with respect to partial occupancy or use that would cause cancellation,lapse or reduction of insurance. § 11.3.2 BOILER AND MACHINERY INSURANCE The Contractor shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law,which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner,Construction Manager,Contractor,Subcontractors and Sub-subcontractors in the Work,and the Owner and Contractor shall be named insureds. § 11.3.3 LOSS OF USE INSURANCE The Owner,at the Owner's option,may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards,however caused. § 11.3.41f the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy,the Contractor may include such insurance,and the cost thereof shall be submitted to the Owner for a determination regarding incorporating the cost into the GMP.. § 11.3.5 Omitted. § 11.3.6 Before an exposure to loss may occur,the Contractor shall file with the Owner a copy of each policy that includes insurance coverages required by this Article 11.Each policy shall contain all generally applicable conditions, definitions,exclusions and endorsements related to this Project.Each policy shall contain a provision that the policy will not be canceled or allowed to expire,and that its limits will not be reduced,until at least 30 days'pri or written notice has been given to the Owner. § 11,37 WAIVERS OF SUBROGATION The Owner and Contractor waive all rights against(1)each other and any of their subcontractors,sub-subcontractors, agents and employees,each of the other,and(2)the Architect,Architect's consultants,separate contractors described in Article 6,if any,and any of their subcontractors,sub-subcontractors,agents and employees,for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3 or other property insurance applicable to the Work,except such rights as they have to proceeds of such insurance held by the Owner.The Owner or Contractor,as appropriate,shall require of the Architect,Architect's consultants,Construction Manager,separate contractors described in Article 6,if any,and the subcontractors,sub-subcontractors,agents and. employees of any of them,by appropriate agreements,written where legally required for validity,similar waivers each in favor of other parties enumerated herein.The policies shall provide such waivers of subrogation by endorsement or otherwise.A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification,contractual or otherwise,did not pay the insurance prernium directly or indirectly,and whether or not the person or entity had an insurable interest in the property damaged. § 11.3.8 A loss insured under the Owner's property insurance shall be adjusted by the Owner and made payable to the Owner for the insureds,as their interests may appear,subject to requirements of any applicable mortgagee clause and AIA Document A201 T"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1953,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.Ali rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and international Treaties.Unauthorized 3s reproduction or distribution of this Ale 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 13:48:26 on 01115/2014 under Order No.2777914493_1 which expires on 11124M14,and is not for resale. user Notes: (1918334263) Exhibit D: Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 of Section 113.10.The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor,and by appropriate agreements,written where legally required for validity,shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. § 11,3,9.The Owner shall deposit in a separate account proceeds so received,which the Owner shall distribute in accordance with such agreement as the parties in interest may reach,or as determined by Court Order.If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience,replacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11.3.10 The Owner shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power;if such objection is made,the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. § 11.4 PERFORMANCE BOND AND PAYMENT BOND § 11.4.1 Contractor shall furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder each in the amount of the full Contract Sum on the date of execution of the Contract. Such bonds shall be issued by a surety company licensed in Colorado with an A.M.Best rating of at least A-,included on the U.S. Treasury Department's listing of approved sureties,and acceptable to the Owner. § 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract,the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be f4mished. § 11.4.3 The bond forms shall be Performance Bond-AIA Document A312-2010,and Payment Bond—AIA Documents A310-2010,including a certified Power of Attorney. . § 11.4.4 Performance and Payment Bonds may be required by the Owner,at the Owner's sole discretion,from subcontractors. If the Owner requests performance and payment bonds from subcontractors,then the Owner will pay such actual,additional expenditures as Cost of the Work. § 11.4.5 The Contractor shall also furnish maintenance bonds as required under the GMP Documents. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12,1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents,it must,if requested in writing by the Architect,be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered,the Construction Manager or the Architect may request to see such Work and it shall be uncovered by the Contractor.If such Work is in accordance with the Contract Documents,costs of uncovering and replacement shall,by appropriate Change Order,be at the Owner's expense.If such Work is not in accordance with the Contract Documents,such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12,2 CORRECTION OF WORK § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or Commissioning Agent or failing to conform to the requirements of the Contract Documents,whether discovered before or after Substantial Completion and whether or not fabricated,installed or completed.Costs of correcting such rejected Work,including additional testing and inspections,the cost of uncovering and replacement,and compensation for the Construction Manager's, Architect's and Commissioning Agent's services and expenses made necessary thereby,shall be at the Contractor's expense. AIA Document A201'"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This Al a Document is protected by U,S.Copyright Law and International Treaties.Unauthorized 39 reproduction or distribution of this Ate Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible underthe law.This documenlwas produced byAlA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 12.2.2AFTER SUBSTANTIAL COMPLETION § 12.2.21 In addition to the Contractor's obligations under Section 3.5,if,within two years after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition.The Owner shall give such notice promptly after discovery of the condition.During the two year period for correction of Work,if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect,the Owner may correct it in accordance with Section 2.4. § 12.2.2.2 The two-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.213 The two-year period for correction of Work shall be extended for any corrective Work performed by the Contractor pursuant to this Section 12.2,The obligation to correct the Work shall include any repairs and replacement to any part of the Work or other prop city that is damaged by the defective Work. However in no instance shall the duty to correct,repair or replace the Work provided under this section exceed a duration of three(3)years from the date of Substantial Completion. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction,whether completed or partially completed,of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has raider the Contract Documents.Establishment of the two-year period for correction of Work as described in Section 12.2,2 relates only to the specific obligation of the Contractor to correct the Work,and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced,nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents,the Owner may do so instead of requiring its removal and correction,in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW The Contract 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 15.4. § 13.2 SUCCESSORS AND ASSIGNS § 13.2.1 The Owner and Contractor respectively bind themselves,their partners,successors, assigns and legal representatives to covenants,agreements and obligations contained in the Contract Documents.Except as provided in Section 13.2.2,neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such conscnt,that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may,without consent of the Contractor,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents.The Contractor shall execute all consents reasonably required to facilitate such assignment. AIA Document A201 Te--2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 20D7 by The American Init. Institute of Architects,All rights reserved.WARNING:This Al a Document is protected by Ms.Copyright Law and International Treaties.Unauthorized 40 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 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/24/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual,to a member of the firm or entity,or to an officer of the corporation for which it was intended;or if delivered at,or sent by registered or certified mail or by courier service providing proof of delivery to the respective persons at the addresses listed below. Owner: City Manager City of Aspen 130 South Galena Street Aspen,Colorado 81611 Contractor: Bruce Gentry R.A.Nelson,LLC P.O.Drawer 5400 Avon,CO 81620 Architect: Eduardo Illanes OZ Architecture 3003 Larimer Street Denver,CO 80205 Construction Manager: Rob Taylor Rider Levett Bucknall 1675 Larimer Street,Suite 470 Denver,Colorado 80202 § 13,4 RIGHTS AND REMEDIES § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties,obligations,rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Owner,Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach there under,except as may be specifically agreed in writing. § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests,inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws,statutes,ordinances,codes,rules and regulations or lawful orders of public authorities.Unless otherwise provided,the Contractor shall make arrangements for such tests,inspections and approvals with an independent testing laboratory or entity acceptable to the Owner,or with the appropriate public authority,and shall bear all related costs of tests,inspections and approvals.The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures.The Owner shall bear costs of(1)tests,inspections or approvals that do not become requirements until after bids are received or negotiations concluded,and(2)tests,inspections or approvals where building codes or applicable.laws or regulations prohibit the Owner from delegating their cost to the Contractor. § 13.5.2 If the Architect,Owner or public authorities having jurisdiction determine that portions of the Work require additional testing,inspection or approval not included under Section 13.5.1,the Architect will,upon written authorization from the Owner,instruct the Contractor to make arrangements for such additional testing,inspection or AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This A e Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized 41 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 f maximum extent possible under the law.This document was produced by AIA software at 13:48:26 on 0111512014 under Order No.2777914493_l which expires on 11/24/2014,and is not for resale. User Notes: (1918334253) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 approval by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect maybe present for such procedures.Such costs,except as provided in Section 13.5.3,shall be at the Owner's expense. § 13.5.3 If such procedures for testing,inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents,all costs made necessaryby such failure including those of repeated procedures and compensation for dne Architect's services and expenses shall be at the Contractor's expense. § 13.5.4 Required certificates of testing,inspection or approval shall,unless otherwise required by the Contract Documents,be secured by the Contractor and promptly delivered to the Architect. § 13.5.5 If the Architect is to observe tests,inspections or approvals required by the Contract Documents,the Architect will do so promptly and,where practicable,at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work, § 13.6 INTEREST Interest on amounts ultimately determined to be due to a Contractor or the City shall be payable at the statutory rate applicable to judgments from the date the claim arose through the date of decision or judgment,whichever is later, Aspen Municipal Code Sec.4.16.070,Interest. § 13.7 TIME LIMITS ON CLAIMS The Owner and Contractor shall commence all claims and causes of action,whether in contract,tort,breach of warranty or otherwise,against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable Colorado law.The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7, ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 141 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Coutractor or a Subcontractor,Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor,for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government,such as a declaration of national emergency that requires all Work to be stopped; 3 Because the Architect has not issued a Certificate for,Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1,or because the Owner has not made payment on a Certificate for Payment for undisputed amounts properly due within the time stated in the Contract Documents;or .4 The Owner has failed to furnish to the Contractor promptly,upon the Contractor's request,reasonable evidence as required by Section 2.2.1. § 14.1,2 The Contractor may terminate the Contract if,through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor,repeated suspensions,delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion,or 120 days in any 365-day period,whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may provide written notice to the Owner and Architect of such condition or failure, If Owner fails to make such payment or correct such condition within fourteen(14)days of receipt of such notice,the Contractor may,upon seven additional days'written notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed,including reasonable overhead and profit on the work completed,and costs incurred by reason of such termination. AIA Document A20Vm—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1061,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 42 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 underthe law.This documentwas produced byAlA software at 13:46126 on 01/15/2014 under Order No.2777914493_1 which expires on 11/24/2014,and Is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work,the Contractor may,upon seven additional days'written notice to the Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 TERMINATION BY THE OWNER FOR CAUSE §14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. 14.2.2 When any of the above reasons exist,the Owner,upon certification by the Initial Decision Maker that sufficient cause exists to justify such action,may wi thout prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven days'written notice,terminate employment of the Contractor and may,subject to any prior rights of the surety: .1 Exclude.the Contractor from the site and take possession of all materials,equipment,tools,and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4;and .3 Finish the Work by whatever reasonable method the Owner may deem expedient.Upon written request of the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner m' finishing the Work § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished.If a termination by the Owner is subsequently determined to be wrongful,such termination shall automatically be converted to a termination for the Owner's convenience. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work,including compensation for the Architect's services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly waived,such excess shall be paid to the Contractor.If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner.The amount to be paid to the Contractor or Owner,as the case may be,sball be certified by the initial Decision Maker,Upon application,and this obligation for payment shall survive termination of the Contract. §14.2.4.1 If the Owner terminates the Contract for cause under Article 14.2,the amount,if any,to be paid to the Contractor under Section 14.2.4 shall not cause the Guaranteed Maximum Price to be exceeded,nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; .2 Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 4.2.1.1 or,if the Contractor's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion;and .3 Subtract the aggregate of previous payments made by the Owner. § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3,1 The Owner may,without cause,order the Contractor in writing to suspend,delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,delay or interruption as described in Section 14.3.1.Adjustment of the Contract Sum shall include an AIA Document A201 T"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1076,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S,Copyright Law and International Treaties.Unauthorized 43 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 documentwas produced byAlAsoftware at 13:48:26 on 01/1512014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 equitable adjustment of the Contractor's fee on any services performed or Work completed.No adjustment shall be made to the extent .1 that performance is,was or would have been so suspended,delayed or interrupted by another cause for which the Contractor is responsible;or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience,the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work; and ,3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience,the Contractor shall be entitled to receive payment for Work executed,and costs incurred by reason of such termination,along with reasonable overhead and profit on the Work executed. § 14.4.4 In the event of any termination by the Owner,the Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner,for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work,To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Contractor shall,as a condition of receiving the payments referred to in this Article 14,execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Contractor,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 CLAIMS § 15.1.1 DEFINITION A Claim is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,or other relief with respect to the terms of the Contract.The term"Claim"also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the party making the Claim. § 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Construction Manager.Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition'giving rise to the Claim,whichever is later. § 15.1.3 Claims against the Owner shall be in the form of a written notice containing the name and address of the claimant,and the name and address of the attorney,if any;a concise statement of the basis of the claim,including the date,time,place,and circumstance of the act,omission,or event complained of;a concise statement of the nature and extent of the injury claimed to have been suffered;and a statement of the amount of monetary damages that is being requested. § 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution of a Claim,except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents,The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker, AIA Document A201 T"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 44 reproduction or distribution of this AIA®Documont,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the f maximum extent possible underthe law.This documentwas produced by AIA software at 13:48:25 on 01/15/2014 under Order No.2777914493_1 which expires on 11124/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum,written notice as provided herein shall be given before proceeding to execute the Work.Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1,4.1 In no event shall adjustment to the Contract Sum be made for conditions of which the Contractor knew or should have been/mown,or which would have been noticed by a Contractor of similar experience pursuant to on-site inspection,by conditions referenced in any other inspections or tests concerning the site which have been made available to the Contractor,which have been performed by the Contractor or its subcontractors,or are part of the Contract Documents used in constructing the improvements, § 15,1,5 CLAIMS FOR ADDITIONAL TIME § 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time,written notice as provided herein shall be given.The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work.In the case of a continuing delay,only one Claim is necessary. § 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,could not have been reasonably anticipated and had an adverse effect on the scheduled construction. (Paragraphs deleted) §15.1.5.3 Extensions of the Contract Time for delays due to weather conditions may be made only when such conditions are more severe and extended than those reflected by the ten-year average for the month as evidenced by the Colorado Climate Data maintained by Colorado State University,Fort Collins,Colorado,or other data as mutually agreed between Owner and Contractor,for the project area. Extensions of time due to weather will be granted on the basis of one-and-four-tenths(1.4)calendar days added for every working day lost,with each separate extension figured to the nearest whole calendar day. The extension of the Contract Time for weather conditions will occur only in the event that the weather in question impacted activities on the critical path of the Contractor's current Construction Schedule. § 15.2 INITIAL DECISION § 15.2.1 Claims,excluding those arising under Sections 10.3, 10.4, 11.3.9,and 11.3.10,shall be referred to the Initial Decision Maker for initial decision.The Architect will serve as the Initial Decision Maker.Except for those Claims excluded by this Section 15.2.1,an initial decision shall be required as a condition precedent to mediation of any Claim arising prior to the date final payment is due,unless 30 days have passed after the Claim has been referred to the Initial Decision Maker with no decision having been rendered,Unless the Initial Decision Maker and all affected parties agree,the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1)request additional supporting data from the claimant or a response with supporting data from the other party,(2)reject the Claim in whole or in part,(3)approve the Claim,(4)suggest a compromise,or(5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that,in the Initial Decision Maker's sole discretion,it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims,the Initial Decision Maker may,but shall not be obligated to,consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision.The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15,2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data,such party shall respond,within ten days after receipt of such request,and shall either(1)provide a response on the requested supporting data,(2)advise the Initial Decision Maker when the response or supporting data will be furnished or(3)advise the Initial Decision Maker that no supporting data will be furnished.Upon receipt of the response or supporting data,if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part, AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951 1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and international Treaties.Unauthorized 455 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 passible under the law.This document was produced byAlA software at 13:48:26 on 01115/2014 under Order No.2777914493_1 which expires on 1112412014,and is not for resale. User Notes: (1910334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim.This initial decision shall(1)be in writing;(2)state the reasons therefor;and(3)notify the parties and the Architect,if the Architect is not serving as the Initial Decision Maker,of any change in the Contract Stun or Contract Time or both.The initial decision shall be final and binding on the parties but subject to mediation and,if the parties fail to resolve their dispute through mediation,to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time,subject to the terms of Section 15.2.6.1. § 15.2.6.1 Either party may,within 30 days from the date of an initial decision,demand in writing that the other party file for mediation within 60 days of the initial decision.If such a demand is made and the party receiving the demand fails to file for mediation within the time required,then both parties waive their rights to mediate or pursue hinding dispute resolution proceedings with respect to the initial decision. § 15.2.7 In the event of a Claim against the Contractor,the Owner may,but is not obligated to,notify the surety,if any, of the nature and amount of the Claim.If the Claim relates to a possibility of a Contractor's default,the Owner may, but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien,the patty asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3 MEDIATION § 15.3.1 Claims,disputes,or other matters in controversy arising out of or related to the Contract except those waived as provided for in Sections 9.10.4,9.10.5,and 15.1.6 shall be subject to mediation as a condition precedent to litigation.Venue and jurisdiction for any suit brought to enforce the terms of this Agreement shall be in Pitkin County District Court, State of Colorado. § 153.2 The parties shall endeavor to resolve their Claims by mediation which,unless the parties mutually agree otherwise,shall be administered by the Judicial Arbiter Group,Denver,Colorado,in accordance with the 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 Contract,and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of litigation proceedings but,in such event,mediation shall proceed within 60 days from the date of filing,unless stayed for a longer period by agreement of the parties. § 15.3.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in Aspen, Colorado.Written agreements,executed by the parties,reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. (Paragraphs deleted) ARTICLE 16 OWNER'S ADDITIONAL SPECIFIC CONCERNS § 16.1 Notwithstanding the above,the Owner has a unique set of stakeholders with which the Owner must cooperate and coordinate. The Contractor shall cooperate with the Owner and the Owner's stakeholders throughout the Project when requested by the Owner. .1 The Contractor shall participate once per month in a progress meeting with the Owner, including a walk-through of the site. 2. The Owner may request tours from time to time of the project and the site. The Contractor shall indicate in writing when such activity will be permitted and when the site is off limits. These requirements shall be coordinated through the Construction Manager. ARTICLE 17 Illegal Aliens—CRS 8.17.5.101&24-76,5-101 § 17.1 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 lmowingly contract with a Contractor who knowingly hires with an illegal alien to perform work under the contract, The new laws also require AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init, Institute of Architects.All rights reserved.WARNING:This AIA°Document Is protected by U.S.Copyright LaW"and International Treaties.Unauthorized 46 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will he prosecuted to the ! maximum extent possible under the law.This document was produced byAlA software at 13:48:26 on 0111512014 under Order No.2777914493_1 which expires on 11124/2014,and Is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 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. § 17.2 Definitions. The following terms are defined in the new law and by this reference are incorporated herein and in any contract for services entered into with the Owner. .1 "E-verify program"means the electronic employment verification program created in Public Law 208, 104th Congress,as amended,and expanded in Public Law 156, 108th Congress,as amended,that is jointly administered by the United States Department of Homeland Security and the social security Administration, or its successor program. .2 'Department program"means the employment verification program established pursuant to Section 8-17.5-102(5)(c). .3 "Public Contract for Services" means this Agreement. .4 "Services" means the furnishing of labor, time,or effort by a Contractor or a subcontractor not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. § 17.3 By signing this document,Contractor certifies and represents that at this time: .1 Contractor shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services;and .2 Contractor has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not illegal aliens. § 17.4 Contractor hereby confirms that: 1 Contractor shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services, .2 Contractor shall not enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. .3 Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. .4 Contractor shall not use the either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed, .5 If Contractor obtains actual knowledge that a subcontractor performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien,Contractor shall: .1 Notify such subcontractor and the Owner within three days that Contactor has actual knowledge that the subcontractor is employing or subcontracting with an illegal alien;and .2 Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not stop employing or contracting with the illegal alien;except that Contractor shall not terminate the Public Contract for Services with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. AIA Document A201TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 byThe American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Lawand International Treaties.Unauthorized 47 reproduction or distribution of this Me Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible underthe law.This documenlwas produced by AIA software at 13:48:26 on 01/15/2014 under Order No.2777914493_1 which expires on 11/24/2014,and is not for resale. User Notes: (1918334263) Exhibit D:Proposed CoA-RA Nelson GMP Contract for Vertical Construction of Burlingame Phase IIAii Buildings 5-7 .6 Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102(5),C.R.S. .7 If Contractor violates any provision of die Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102,C.R.S.the Owner may terminate this Agreement. If this Agreement is so terminated,Contractor shall be liable for actual damages to the Owner arising out of Contractor's violation of Subsection 8-17.5-102,C.R.S. (Paragraph deleted) AIA Document A201*M—2007.Copyright O 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1887,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 48 reproduction or distribution of this AIA°°Document,or any portion of it,may rasult In severe civil and criminal penalties,and will be prosecuted to the ! maximum extent possible underthe law.This document was produced by AIA software at 13:48:26 on 01/15/2014 under Order No,27 7 791 4 4 9 3-1 which expires on 11124/2014,and is riot for resale. User Notes: (1918334263)