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HomeMy WebLinkAboutresolution.council.036-23RESOLUTION #036 (Series of 2023) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND GOULD CONSTRUCTION. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for Construction Manager/General Contractor for Maroon Creek Multi -Use Trail between the City of Aspen and Gould Construction, 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 that Contract for Construction Manager/General Contractor for Maroon Creek Multi -Use Trail, between the City of Aspen and Gould Construction, 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 14th day of March 2023. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, March 14th, 2023. Nicole Henning, City Clerk DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 AIADocument Al32" -- 2019 2022-324 Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition AGREEMENT made as of the 14th day of March in the year 2023 (In words, indicate day, month, and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name, legal status, address, and other information) completion. The author may also have revised the text of the original City of Aspen AIA standard form. An Additions and 427 Rio Grande Place Deletions Report that notes added Aspen, CO 81611 information as well as revisions to the standard form text is available from the author and should be reviewed. A and the Contractor: vertical line in the left margin of this (Name, legal status, address, and other information) document indicates where the author has added necessary information Gould Construction, Inc. and where the author has added to or deleted from the original AIA text. P.O. Box 130 Glenwood Springs, CO 81602 This document has important legal consequences. Consultation with an attorney is encouraged with respect for the following Project: to its completion or modification. (Name, location, and detailed description) This document is intended to be used in conjunction with AIA Documents City of Aspen- Maroon Creek Multi -Use Trail A232TM-2019, General Conditions of Project 2022-234 the Contract for Construction, Construction Manager as Adviser Edition; B132-rm-2019, Standard The Owner's Representative: Form of Agreement Between Owner (Name, legal status, address, and other information) and Architect, Construction Manager as Adviser Edition; and Phil Vaughan Construction Management, Inc. C132Tm-2019, Standard Form of 1038 County Road 323 Agreement Between Owner and Rifle, CO 81650 Construction Manager as Adviser. AIA Document A232TM-2019 is adopted in this document by The Engineer: reference. Do not use with other (Name, legal status, address, and other information) general conditions unless this document is modified. Otak 371 Centennial Parkway, Suite 210 Louisville, CO 80027 The Owner and Contractor agree as follows. Init. AIA Document A132 — 2019. Copyright© 1975, 1980, 1992, 2009, and 2019. All rights reserved "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in LCl'accordance with the AIA Contract Documents® Terms of Service To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS EXHIBIT B DETERMINATION OF THE COST OF THE WORK ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND DATES OF SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be: (Check one of the following boxes) [ ] The date of this Agreement. [ X ] A date set forth in a notice to proceed issued by the Owner. [ ] Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 3.2 The Contract Time shall be measured from the date of commencement of the Work. § 3.3 Substantial Completion of the Project or Portions Thereof § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the date of Substantial Completion of the Work of all of the Contractors for the Project will be: (Insert the date of Substantial Completion of the Work of all Contractors for the Project) Init. AIA Document A132 — 2019 Copyright® 1975, 1980, 1992, 2009, and 2019. All rights reserved "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 2 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in LDSf accordance with the AIA Contract Documentss Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 A date set forth in a notice to proceed issued by the Owner § 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of all of the Contractors for the Project are to be completed prior to Substantial Completion of the entire Work of all of the Contractors for the Project, the Contractors shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § 3.4 When the Work of this Contract, or any Portion Thereof, is Substantially Complete § 3.4.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall substantially complete the entire Work of this Contract: (Check one of the following boxes and complete the necessary information) [ ] Not later than ( ) calendar days from the date of commencement of the Work. [ ] By the following date: § 3.4.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work of this Contract are to be substantially complete prior to when the entire Work of this Contract shall be substantially complete, the Contractor shall substantially complete such portions by the following dates: Portion of Work Date to be substantially complete § 3.4.3 If the Contractor fails to substantially complete the Work of this Contract, or portions thereof, as provided in this Section 3.4, liquidated damages, if any, shall be assessed as set forth in Section 4.5. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be one of the following: (Check the appropriate box) [ ] Stipulated Sum, in accordance with Section 4.2 below [ ] Cost of the Work plus the Contractor's Fee, in accordance with Section 4.3 below [ X ] Cost of the Work plus the Contractor's Fee with a Guaranteed Maximum Price, in accordance with Section 4.4 below (Based on the selection above, complete Section 4.2, 4.3 or 4.4 below) § 4.2 Stipulated Sum- NOT APPLICABLE § 4.2.1 The Contract Sum shall be ($ ), subject to additions and deductions as provided in the Contract Documents. § 4.2.2 Alternates § 4.2.2.1 Alternates, if any, included in the Contract Sum: Item Price § 4.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate) Init. AIA Document A132 — 2019 Copyright® 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in os / accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 Item § 4.2.3 Allowances, if any, included in the Contract Sum: (Identify each allowance.) Item Price Price Conditions for Acceptance § 4.2.4 Unit prices, if any: (Identf� the item andstate the unitprice, and quantity limitations, if any, to which the unitprice will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 4.3 Cost of the Work Plus Contractor's Fee without a Guaranteed Maximum Price- NOT APPLICABLE § 4.3.1 The Cost of the Work is as defined in Exhibit B, Determination of the Cost of the Work. § 4.3.2 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee.) § 4.3.3 The method of adjustment of the Contractor's Fee for changes in the Work: § 4.3.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: § 4.3.5 Rental rates for Contractor -owned equipment shall not exceed percent ( %) of the standard rental rate paid at the place of the Project. § 4.3.6 Unit prices, if any: (Identify the item and state the unitprice and quantity limitations, if any, to which the unit price will be applicable) Item Units and Limitations Price per Unit ($0.00) § 4.3.7 The Contractor shall prepare and submit to the Owner's Representative, within 14 days of executing this Agreement, a written Control Estimate for the Owner's review and approval. The Control Estimate shall include the items in Section B.1 of Exhibit B, Determination of the Cost of the Work. § 4.4 Cost of the Work Plus Contractor's Fee with a Guaranteed Maximum Price § 4.4.1 The Cost of the Work is as defined in Exhibit B, Determination of the Cost of the Work. § 4.4.2 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee) 1-Pre-Construction Services Fees 1- Construction Documents- 90%- Initial Guaranteed Maximum Price $41,800.00 2- Construction Documents- 100%- Guaranteed Maximum Price $17,225.00 3- Value Engineering consultants expected $10,000.00 Total: $69,025.00 Init. AIA Document A132 — 2019 Copyright O 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 4 os 11:48:01 ET on 0310812023 under Order No 2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used si / accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 Billing Rates: Project Coordinator- $125.00/hour VP Preconstruction- $125.00/hour Estimator- $110.00/hour Constructability/Safety Advisor- $125.00 Assistant Project Manager- $85.00 Principals- Included .2 General Conditions Fee (Includes Surety)- Ten percent (10%) of the Cost of the Work. .3 Contractor's Fee- Fifteen percent (15%) of the Cost of the Work for CM/GC self -performed work or subcontractor performed work .4- Change Order Fees a. For the Contractor, for Work performed by the Contractor's own forces: Fifteen percent (15%) b. For the Contractor, for Work performed by the Contractor's Subcontractor: Fifteen percent (15%) c. For each Subcontractor or Sub -subcontractor involved, for Work performed by that Subcontractor or Sub -subcontractor's own forces: TBD percent (TBD%). To be determined at GMP. d. For each Subcontractor, for Work performed by the Subcontractor's Sub -subcontractors: TBD percent (TBD%). To be determined at GMP. § 4.4.3 The method of adjustment of the Contractor's Fee for changes in the Work: Refer to AIA Document A232-2019 General Conditions of the Contract for Construction- Article 7- Changes in the Work § 4.4.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: Refer to AIA Document A232-2019 General Conditions of the Contract for Construction- Article 7- Changes in the Work and Paragraph 4.4.2 of this document § 4.4.5 Rental rates for Contractor -owned equipment shall not exceed percent ( %) of the standard rental rate paid at the place of the Project. NOT APPLICABLE § 4.4.6 Unit Prices, if any: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable) Item Units and Limitations Price per Unit ($0.00) § 4.4.7 Guaranteed Maximum Price § 4.4.7.1 The Contract Sum is guaranteed by the Contractor not to exceed ($ ), subject to additions and deductions by Change Order as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.. The Guaranteed Maximum Price will be determined at a later date. If agreed upon by the Owner and Contractor, the AIA A 132-2019-Exhibit B-Determination of the Cost of Work will be executed. § 4.4.7.2 Alternates § 4.4.7.2.1 Alternates, if any, included in the Guaranteed Maximum Price: Item Price § 4.4.7.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate) Init.AIA Document A132 — 2019. Copyright m 1975, 1980, 1992, 2009, and 2019. All rights reserved "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in DDS ! accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 Item Price § 4.4.7.3 Allowances, if any, included in the Guaranteed Maximum Price: (Identify each allowance.) Item Price § 4.4.7.4 Assumptions, if any, upon which the Guaranteed Maximum Price is based: (Identify each assumption) Conditions for Acceptance § 4.4.8 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order. § 4.4.9 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed -upon assumptions contained in Section 4.4.7.4. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Engineer of any inconsistencies between the agreed -upon assumptions contained in Section 4.4.7.4 and the revised Contract Documents. § 4.5 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any, to be assessed in accordance with Section 3.4.) NOT APPLICABLE § 4.6 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) NOT APPLICABLE ARTICLE 5 PAYMENTS § 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Owner's Representative by the Contractor, and Certificates for Payment issued by the Owner's Representative and Engineer, the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: Refer to AIA Document A232- General Conditions of the Contract for Construction Article 9- Payments and Completion § 5.1.3 Provided that an Application for Payment is received by the Owner's Representative not later than the 30th day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the last day of the following month. if an Application for Payment is received by the Owner's Representative after the application date fixed above, payment of the amount certified shall he made by the Owner not later than Forty-five ( 45 ) days after the Owner's Representative receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time) § 5.1.4 Progress Payments Where the Contract Sum is Based on a Stipulated Sum- NOT APPLICABLE § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to Init. AIA Document A132 — 2019 Copyright O 1975, 1980, 1992, 2009, and 2019. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 6 DS 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in L_ / accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. IL '�A`, User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 substantiate its accuracy, as the Owner's Representative and Engineer may require. This schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.4.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.4.3 In accordance with AIA Document A232Tm-2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.4.3.1 The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work; .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and .3 That portion of Construction Change Directives that the Engineer determines, in the Engineer's professional judgment, to be reasonably justified. § 5.1.4.3.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Engineer has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232-2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Engineer may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232-2019; and .5 Retainage withheld pursuant to Section 5.1.7. § 5.1.5 Progress Payments Where the Contract Sum is Based on the Cost of the Work without a Guaranteed Maximum Price- NOT APPLICABLE § 5.1.5.1 With each Application for Payment, the Contractor shall submit the cost control information required in Exhibit B, Determination of the Cost of the Work, along with payrolls, petty cash accounts, receipted invoices, or invoices with check vouchers attached, and any other evidence required by the Owner, Owner's Representative or Engineer to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor, plus payrolls for the period covered by the present Application for Payment, less that portion of the payments attributable to the Contractor's Fee. § 5.1.5.2 Applications for Payment shall show the Cost of the Work actually incurred by the Contractor through the end of the period covered by the Application for Payment and for which the Contractor has made or intends to make actual payment prior to the next Application for Payment. § 5.1.5.3 In accordance with AIA Document A232-2019 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.5.3.1 The amount of each progress payment shall first include: .1 The Cost of the Work as described in Exhibit B, Determination of the Cost of the Work; .2 That portion of Construction Change Directives that the Engineer determines, in the Engineer's professional judgment, to be reasonably justified; and .3 The Contractor's Fee computed upon the Cost of the Work described in the preceding Section 5.1.5.3.1.1 at the rate stated in Section 4.3.2; or if the Contractor's Fee is stated as a fixed sum in Section 4.3.2 an amount which bears the same ratio to that fixed -sum Fee as the Cost of the Work included in Section 5.1.5.3.1.1 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 5.1.5.3.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; Init. AIA Document A132 — 2019. Copyright© 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in / accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. os User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 .2 The amount, if any, for Work that remains uncorrected and for which the Engineer has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232-2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Engineer may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232-2019; .5 The shortfall, if any, indicated by the Contractor in the documentation required by Section 5.1.5.1 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 5.1.7. § 5.1.5.4 The Owner, Owner's Representative and Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 5.1.5.5 In taking action on the Contractor's Applications for Payment, the Owner's Representative and Engineer shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor, and such action shall not be deemed to be a representation that (1) the Owner's Representative and Engineer have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Article 5 or other supporting data; (2) that the Owner's Representative and Engineer have made exhaustive or continuous on -site inspections; or (3) that the Owner's Representative and Engineer have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 5.1.5.6 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.1.5.7 If final completion of the Work is materially delayed through no fault of the Contractor, then the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A232-2019. § 5.1.6 Progress Payments Where the Contract Sum is Based on the Cost of the Work with a Guaranteed Maximum Price § 5.1.6.1 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner, Owner's Representative or Engineer to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor's Fee. § 5.1.6.2 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Contractor's Fee. § 5.1.6.2.1 The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Owner's Representative and Engineer may require. This schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.6.2.2 The allocation of the Guaranteed Maximum Price under this Section 5.1.6.2 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 5.1.6.2.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values, the Contractor shall submit supporting documentation to the Engineer and Owner's Representative. § 5.1.6.3 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense Init. AIA Document A132 — 2019. Copyright ® 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/2112023, is not for resale, is licensed for one-time use only, and may only be used in �D5 i accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com � /� User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 that has actually been incurred by the Contractor on account of that portion of the Work and for which the Contractor has made payment or intends to make payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 5.1.6.4 In accordance with AIA Document A232-2019, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 5.1.6.4.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Engineer determines, in the Engineer's professional judgment, to be reasonably justified; and .4 The Contractor's Fee, computed upon the Cost of the Work described in the preceding Sections 5.1.6.4.1.1 and 5.1.6.4.1.2 at the rate stated in Section 4.4.2 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 included in Sections 5.1.6.4.1.1 and 5.1.6.4.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 5.1.6.4.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Engineer has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232-2019; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Engineer may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232-2019; .5 The shortfall, if any, indicated by the Contractor in the documentation required by Section 5.1.6.1 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 5.1.7. § 5.1.6.5 The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 5.1.6.6 In taking action on the Contractor's Applications for Payment, the Owner's Representative and Engineer shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and such action shall not be deemed to be a representation that (1) the Owner's Representative or Engineer have made a detailed examination, audit, or arithmetic verification of the documentation submitted in accordance with Section 5.1.6.1 or other supporting data; (2) that the Owner's Representative or Engineer have made exhaustive or continuous on -site inspections; or (3) that the Owner's Representative or Engineer have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 5.1.6.7 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.1.6.8 If final completion of the Work is materially delayed through no fault of the Contractor, then the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A232-2019. Init. AIA Document A132 — 2019. Copyright m 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects This document was produced at 9 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in CDs / accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiecontracts.com. �I� /' User Notes: (1615169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 § 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to when the Work of this Contract is substantially complete, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert apercentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law) Five percent (5% § 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc) Insurance, performance bonds, payment bonds and 2 year warranty bonds § 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 5.1.7.1 is to be modified prior to when the entire Work of this Contract is substantially complete, including modifications for completion ofportions of the Work as provided in Section 3.4.2, insert provisions for such modifications.) NOT APPLICABLE § 5.1.7.3 Except as set forth in this Section 5.1.7.3, when the Work of this Contract is substantially complete, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. The Application for Payment submittcd whcn the Work of this Contract is substantially complcte shall not include retainage as follows: (Insert any other conditions for release of retainage when the Work of this Contract is substantially complete, or upon Substantial Completion of the Work of all Contractors on the Project or portions thereof.) § 5.2 Final Payment § 5.2.1 Final Payment Where the Contract Sum is Based on a Stipulated Sum -NOT APPLICABLE § 5.2.1.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Article 12 of AIA Document A232-2019, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment or Project Certificate for Payment has been issued by the Engineer. § 5.2.1.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment, or as follows: § 5.2.2 Final Payment Where the Contract Sum is Based on the Cost of the Work with a Guaranteed Maximum Price § 5.2.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Article 12 of AIA Document A232-2019, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work, pursuant to Exhibit B, Determination of the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment or Project Certificate for Payment has been issued by the Engineer in accordance with Exhibit B, Determination of the Cost of the Work. § 5.2.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the final Certificate for Payment or Project Certificate for Payment, or as follows: Init. AIA Document A132 — 2019 Copyright ® 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 10 Ds 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in Lf accordance with the AIA Contract Documentss Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. I llj "1 /' User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 § 5.3 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) ARTICLE 6 DISPUTE RESOLUTION § 6.1 Initial Decision Maker The Owner's Representative will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A232-2019, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Engineer.) Phil Vaughan Construction Management, Inc. 1038 County Road 323 Rifle, CO 81650 Phone: 970-625-5350 Email: phil@pvcmi.com § 6.2 (Paragraphs deleted) Binding Dispute Resolution -Refer to AIA Document A232-2019 Article 15- Claims and Disputes (Pa+•agraphs deleted) ARTICLE 7 TERMINATION OR SUSPENSION- Refer to AIA Document A232-2019 Article 14- Termination or Suspension of the Contract ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA Document A232 2019 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 The Owner's Project Manager: (Name, address, email address, and other information) John Spiess City of Aspen- Open Space and Natural Resource Manager 427 Rio Grande Place Aspen, CO 81611 Email: john.spiess@aspen.gov Phone: (970) 429-2028 § 8.3 The Contractor's representative: (Name, address, email address, and other information) Mark C Gould, Jr.- President, CEO Gould Construction, Inc. P.O. Box 130 Glenwood Springs, CO 81602 Email: markjr@gouldconstruction.com Phone: (970) 945-7291 § 8.4 Neither the Owner's Project Manager nor the Contractor's representative shall be changed without ten days' prior notice to the other party. Init. AIA Document A132 — 2019 Copyright m 1975, 1980, 1992, 2009, and 2019 All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. Tn[s document was produced at 11 dos 11:48:01 ET on 03/08/2023 under Order No 2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 § 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document AI32Tm-2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A132Tm-2019, Exhibit A, and elsewhere in the Contract Documents. (Paragraphs deleted) § 8.7 Relationship of the Parties Where the Contract is based on the Cost of the Work plus the Contractor's Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Engineer and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. § 8.8 Other provisions: NOT APPLICABLE ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 This Agreement is comprised of the following documents: .1 AIA Document AI32T"�--2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition .2 AIA Document A132TM-2019, Exhibit A, Insurance and Bonds Exhibit .3 Exhibit C- AIA Document A232Tm--2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition .4 Exhibit D- Request for Proposals for Construction Manager/General Contractor Services for the Maroon Creek Multi Use Trail dated January 5, 2023. .5 Exhibit E- Addenda #1 through #5 as listed below in paragraph 9.1.9. .6 Exhibit F- Gould Construction, Inc. - Construction Manager/General Contractor proposal dated February 9, 2023. (Paragraph deleted) .7 Drawings Number Title Maroon Creek Multi -Use Trail drawings- 30% Design .8 Specifications Section Title Date November 18, 2022 Date Pages .9 Addenda, if any: Number Date Pages 1 January 18, 2023 2 January 18, 2023 3 January 24, 2023 4 January 24, 2023 5 February 9, 2023 Init. AIA Document A132 — 2019. Copyright® 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 2 DS 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiecontracts.com. r�l C� User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9. 10 Other Exhibits: (Check all boxes that apply and include appropriate information identifying the exhibit where required.) [X ] AIA Document A132TK--2019, Exhibit B, Determination of the Cost of the Work The Guaranteed Maximum Price will be determined at a later date. If agreed upon by the Owner and Contractor, the AIA A132-2019-Exhibit B-Determination of the Cost of Work will be executed. [ ] AIA Document E235Tm-2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, dated as indicated below: (Insert the date of the E235-2019 incorporated into this Agreement.) [ ] The Sustainability Plan: Title Date Pages [ ] Supplementary and other Conditions of the Contract: Document Title Date Pages Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A232-2019 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) ARTICLE 10 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. Contractor 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 Contractor shall be, or shall be deemed to be, the employee, agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of the Contractor. None of the benefits provided by Owner to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from Owner to the employees, agents or servants of Contractor. Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and consultants during the performance of this contract. Contractor shall indemnify Owner against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Contractor and/or Contractor's employees engaged in performance of the services agreed to herein. Init. AIA Document A132 — 2019. Copyright© 1975, 1980, 1992, 2009, and 2019. All rights reserved "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 13 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in DS f accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. �, � User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59Eo-4B23-9512-7770CCA72513 §12.3 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested, to: Owner: City Manager City of Aspen 427 Rio Grande Place Aspen, Colorado 81611 With a copy to: James R. True, Esq. City Attorney 427 Rio Grande Place Aspen, Colorado 81611 Contractor: Mark C. Gould, Jr.- President, CEO Gould Construction, Inc. P.O. Box 130 Glenwood Springs, CO 81602 §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. Contractor 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 Contractor to which the same may apply and, until complete performance by Contractor of said term, covenant or condition, the Owner shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. §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 Worker Without Authorization — §CRS 8-17.5-101 & §24-76.5-101 1. Purpose. During the 2021 Colorado legislative session, the Legislature passed House Bill 21-1075 that amended current CRS §8-17.5.102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(III) as it relates to the employment of and contracting with a "worker without authorization" which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States. As amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly hiring a worker without authorization to perform work under a contract, or to knowingly contract with a consultant who knowingly hires a worker without authorization to perform work under the contract. The law also requires 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. Deflnitions. 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 Init. AIA Document A132 — 2019. Copyright© 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. Tnis document was produced at 14 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in LDS ! accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 administered by the United States Department of Homeland Security and the social security Administration or its successor program. .2 "Department program" means the employment verification program established pursuant to section 8-17.5-105(5)(c). .3 "Public Contract for Services" means this Agreement. .4 "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. .5 "Worker without authorization" means an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States 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 a -verity program or the department program in order to verify that new employees are not illegal aliens. 4. Consultant hereby confirms that: 1 _ Consultant shall not knowingly employ or contract with a worker without authorization 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 without authorization to perform work under the Public Contract for Services. 3. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Consultant shall not use either the e-verify program or the department program procedures to undertake pre -employment screening of job applicants while the Public Contract for Services is being performed. 5. If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien, Consultant shall: 1. Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with a worker without authorization; and 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not step employing or contracting with the worker without authorization; 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 a worker without authorization. 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, Init. AIA Document A132 — 2019. Copyright C 1975, 1980, 1992, 2009, and 2019 All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 15 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in —os I accordance with the AIA Contract Documents® Terms of Service To report copyright violations, e-mail docinfo@aiacontracts com. 11U; User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 Consultant shall be liable for actual damages to the Owner arising out of Consultant's violation of Subsection 8-17.5-102 C.R.S. § 12.8 It is agreed that neither this agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. § 12.9 If any of the provisions of this agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. §12.10 No construction is permitted on Sundays, during the Food and Wine Festival in June (Friday through Sunday), Memorial Day weekend, 4th of July day and/or weekend if it falls on a Friday or Monday, Labor Day weekend, Thanksgiving day, and Christmas week (12/25-1/1). These dates are subject to change and construction must comply with current dates stipulated under the current Construction Management Plan criteria — as amended by the City of Aspen Engineering Dept. § 12.14 Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic signature or that it is not in its original form or is not an original. This k J§b9ptered into as of the day and year first wri @hQNFned by: �alYa G, v1T 3/8/2023 1 3:40:15 dWNi:R (§X n�aii{re x f C g ) (Signauuee) Sara Ott City Manager_ (Printed name and title) Mark C Gould, Jr. President, CEO (Printed name and title) Init. AIA Document A132 — 2019 Copyright® 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produc."d at s EaDS 11:4ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in / accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 Additions and Deletions Report for AIA® Document A 132® — 2019 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 11:48:01 ET on 03108/2023. PAGE 1 AGREEMENT made as of the 14th day of March in the year 2023 City of Aspen 427 Rio Grande Place Aspen, CO 81611 Gould Construction Inc. P.O. Box 130 Glenwood Springs, CO 81602 City of Aspen- Maroon Creek_ Multi -Use Trail Project 2022-234 The wner's Re resentative: Phil Vaughan Construction Manggement Inc. 1438 County Road 323 Rifle, CO 81650 The "—Engineer Otak 371 Centennial Parkway, Suite 210 Louisville CO 80027 PAGE 2 [ ,X 1 A date set forth in a notice to proceed issued by the Owner. PAGE 3 Additions and Deletions Report for AIA Document A132 — 2019. Copyright m 1975, 1980, 1992, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 11:4a,01 ET on 03F081 = under Order No2114346557 which expires on 0812112023. is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To reportcopyright vlotations, e-mail docinfb@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 A date set forth in a notice to -proceed issued by the Owner [ X1 Cost of the Work plus the Contractor's Fee with a Guaranteed Maximum Price, in accordance with Section 4.4 below § 4.2 &ipulate"u-mStipulated Sum- NOT APPLICABLE PAGE 4 § 4.3 Ges�a# the 4llisr* Wus Corttractvr's Fee—witklau a Guarer+teed lYtax+mum 44ieeCost of the Work Plus Contractor 's Fee without a Guaranteed Maximum Price- NOT APPLICABLE § 4.3.7 The Contractor shall prepare and submit to the , Owner's Representative, within 14 days of executing this Agreement, a written Control Estimate for the Owner's review and approval. The Control Estimate shall include the items in Section B.1 of Exhibit B, Determination of the Cost of the Work. . 1-Pre-Construction Services 1- ConstructionDocuments- 90%- Initial Guaranteed Maximum Price $41,800.00 2- Construction Documents- 100%- Guaranteed Maximum Price $1 i 225.00 3- Value Engineering consultants expected 110,000.00 Total: $69,025.00 Billing Rates: Proiect Coordinator- $125.00/hour VP Preconstruction- $125.001hour Estimator- $110.00/hour Constructability/Safety Advisor- 125.00 Assistant Proiect Manaeer- $85.00 Principals- Included .2. General...Conditi_ons. Fee (Includes Suretv)- Ten nercent (10%) of the Cost of the Work .3 Contractor's Fee- Fifteen mrcent 15% of the Cost of the Work for CM/GC self- rformed work or subcontractor perfortned work .4- Change Order Fees a. For the Contractor, for Work performed by the Contractor's own forces: Fifteen ercent 15% b. For the Contractor, for Work Rerformed by the Contractor's Subcontractor: Fifteen percent I5% c. For each Subcontractor or Sub -subcontractor involved for Work performed . that Subcontractor or Sub -subcontractor's own forces: TBD percent TBD% . To he determined at GMP. d. For each Subcontractor, for Work performeLby he Subcontractor's Sub -subcontractors: TB❑ percent (TBD°/o). To be determined at GMP. PAGE 5 Refer to AIA Document A232-2019 General Conditions of the Contract for Construction- Article 7- Chanties in the Work Additions and Deletions Report for AIA Document A132 — 2019 Copyright ® 1975, 1980, 1992, 2009, and 2019>. All rights reserved "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 2 was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and mey only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 Refer to AIA Document A232-2019 General Conditions of the Contract far Construction- Article 7- Changes in the Work and Paraeraph 4.4.2 of this document § 4.4.5 Rental rates for Contractor -owned equipment shall not exceed percent ( %) of the standard rental rate paid at the place of the Project. NOT APPLICABLE § 4.4.7.1 The Contract Sum is guaranteed by the Contractor not to exceed ($ ), subject to additions and deductions by Change Order as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.. The Guaranteed Maximum Price will be determined at a later date If agreed upon by the Owner and Contractor, the AIA A132-2019-Exhibit B-Determination of the Cost of Work will be executed. PAGE 6 § 4.4.9 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed -upon assumptions contained in Section 4.4.7.4. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and "'^rsrebiteet Engineer of any inconsistencies between the agreed -upon assumptions contained in Section 4.4.7.4 and the revised Contract Documents. NOT APPLICABLE NOT APPLICABLE § 5.1.1 Based upon Applications for Payment submitted to the Owner's Re resentative by the Contractor, and Certificates for Payment issued by the Censvuetien ManageF and Areh Owner's Representative and Engineer. the Owner shall make progress payments on account of the Contract Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. Refer to AIA Document A232- General Conditions of the Contract for Construction Article 9- Payments and Completion § 5.1.3 Provided that an Application for Payment is received by the Ganstfuetien Manager- Owner's Representative not later than the 30th day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the last day of the following month. If an Application for Payment is received by the Ge.,�, Manager Owner's Representative after the application date fixed above, payment of the amount certificd shall be made by the Owner not later than Forty-five ( 45 ) days after the Owner's Representative receives the Application for Payment. § 5.1.4 1211`99F o.,.,...BRiS MGM .he (:ontFae4 Su s Based en a Stipulaled SumProgress Payments Where the Cont Tact Sum is Based on a Stipulated Sum- NOT APPLICABLE § 5.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such Additions and Deletions Report for AIA Document A132 — 2019. Copyright© 1975, 1980, 1992, 2009, and 2019> All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 3 was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 307380BE-59E0-4B23-9512-7770CCA72513 data to substantiate its accuracy, as the GesswwliaH Manager and " rahi;esi Owner's Representative and Engineer may require. This schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. PAGE 7 That portion of Construction Change Directives that the Arahite*En >r�'neer determines, in the "FG-hitevc--Engineer's professional judgment, to be reasonably justified. The amount, if any, for Work that remains uncorrected and for which the A -=Engineer has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232-2019; For Work performed or defects discovered since the last payment application, any amount for which the " F e•Engineer may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232-2019; and § 5.1.5 Progress Payments Where the Contract Sum is Based on the Cost of the Work without a Guaranteed Maximum PrisePrice- NOT APPLICABLE § 5.1.5.1 With each Application for Payment, the Contractor shall submit the cost control information required in Exhibit B, Determination of the Cost of the Work, along with payrolls, pctty cash accounts, recciptcd invoiccs, or invoices with check vouchers attached, and any other evidence required by the Owner, .A.el}ft-eet- Owner's Representative or Engineer to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor, plus payrolls for the period covered by the present Application for Payment, less that portion of the payments attributable to the Contractor's Fee. PAGE 8 That portion of Construction Change Directives that the .� rehiteEngmeer determines, in the " r"1"i]'Oh4PA0rEn in.'neer's professional judgment, to be reasonably justified; and The amount, if any, for Work that remains uncorrected and for which the Arehiteett-Engineer has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232-2019; For Work performed or defects discovered since the last payment application, any amount for which the Arahkeet-Engineer may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232-2019; § 5.1.5.4 The Owncr, Cans-uatien Manager Owner's Representative and Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 5.1.5.5 In taking action on the Contractor's Applications for Payment, the Construction '4anagel- and ^-..hjtee O.vner s Representative and Engineer shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor, and such action shall not be deemed to be a representation that (1) the Fmstmetion Manager and "Fusee. Owner's Representative and Engineer have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Article 5 or other supporting data; (2) that the ner's Representative and Engineer have made exhaustive or continuous Additions and Deletions Report for AIA Document A132 — 2019. Copyright© 1975, 1980, 1992, 2009, and 2019>. All rights reserved "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 4 was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 06/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 on -site inspections; or (3) that the wner's Representative and Engineer have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 5.1.6.1 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner, Censtfuetien Manage, or hkeet Owner's Representative or Engineer to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor's Fee. § 5.1.6.2.1 The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the wner's Representative and Engineer may require. This schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.6.2.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values, the Contractor shall submit supporting documentation to the .Engineer and Owner's ReRe ressentative. PAGE 9 That portion of Construction Change Directives that the #6aiteet-Engineer determines, in the "„�o; i;er�-Engineer's professional judgment, to be reasonably justified; and The amount, if any, for Work that remains uncorrected and for which the Mehites-Engineer has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A232-2019; For Work performed or defects discovered since the last payment application, any amount for which the "-el--En ig neer may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A232-2019; § 5.1.6.6 In taking action on the Contractor's Applications for Payment, the Cons#Uction Manager and Ambitse Owner's Representative and Engineer shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and such action shall not be deemed to be a representation that (1) the Genstrustion MaHagff wner's Representative or Engineer have made a detailed examination, audit, or arithmetic verification of the documentation submitted in accordance with Section 5.1.6.1 or other supporting data; (2) that the Construction Manager er.ikmhite,-t-Owner's Re resentative ar En ineer have made exhaustive or continuous on -site inspections; or (3) that the Owner's Representative or Engineer have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. PAGE 10 Five percent (5%) Additions and Deletions Report for AIA Document A132 — 2019 Copyright© 1975, 1980, 1992, 2009, and 2019>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 5 was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is notfor resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 Insurance, performance bonds. RAYment bonds and 2 year warranty bonds NOT APPLICABLE § 5.2.1 Final. Payment Where the Contract Sum i s Based on a Stipulated Sum -NOT APPLICABLE a final Certificate for Payment or Project Certificate for Payment has been issued by the "—Engineer. § 5.2.2 Final Payment Where the Contract Sum -a- Based an the Cost of the Work With OF withe Final Payment Where the Contract Sum is Based on the Cost of the Work with a Guaranteed Maximum Price a final Certificate for Payment or Project Certificate for Payment has been issued by the Arehitert EnLineer in accordance with Exhibit B, Determination of the Cost of the Work. PAGE 11 The 4 n; Owner's Representative will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A232-2019, unless the parties appoint below another individual, not a party to this Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the .lmhReat.�KE ineer.l Phil Vaughan Construction Management, Inc. 1038 Counly Road 323 Rifle, CO 81650 Phone: 970-625-5350 Email: i)hi]@Rvcmi.com § 6.2 Binding Dispute Resolution .2 2919,4h Additions and Deletions Report for AIA Document A132 - 2019. Copyright® 1975, 1980, 1992, 2009, and 2019> All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 6 was produced at 11:48:01 ET on 03/08/2023 under Order No 2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.00m. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 tYt tY7n'ii nd cantrsnfar. .not Yn�nnf� ietho f-bondd;,^-g-d apit"esokutio"r-ie- not -sub&equeA"ree-4wT-itifl9 tam �ir+d+r+�g disput�res aluticua r etherf ether #harp li igat n G lairr+s wig, be reselved-6y-ki4atf or 4n arsetirt-of competent j"adistien Binding Dispute Resolution -Refer to AIA Document A232-2019 Article 15- Claims and Disputes ARTICLE 7 € f�fINAT1�-NISIGN § M W ere pulated--Sum .,a L.. th- n, OF the Canlrantnr a PFOVidnd�.LA_diclo A rA ANr.n.,m-n.,! A '] "2 ti 7.1.2 Tke Work may he f 1.., the n...«ieF de A fti.le A o f A 1 A n «,o«. A � :) �n r❑ § 7.2.1 Terrr+inatfon § 7.2.1.1 The Can! ..m oa r be tted_b tl,4 nxrr - r li,a �..wl� ,.1.. e.7o.7 A,a fnla IAJ-.�d1 �waarv,ax T'C[[[sxrl A 7 2rtr32 20rr. R 7 7 t 9 Terrni[as+inn- u� i n"rei�Fr'orrrv'auC7$ R 7,24.2.1 ii'-r r.., Q1, no errn thr fi r eaus4Laa&-prav 'ded in Att.n le 1 A...+'4LA_-lam urri ent A 232 2019, the Owner shall Then only as �ellAii 5 "J .1 Take the by the Centr sler-to the date var--teffninatio ; .2 Add the G, entFastef's Fee, coFnpated upon flie Cost of the Wef Me of tefrn4nafien at !he rate Seetieri, an filmed , C., � rS,o (`..rr ., S'!he Work at ;he wR-4 lerFni alien - eafs to a reason a estimate of 1he obaL.S., Cost Of the 177OTIE UPOH 4S r MPletin..i•. .3 Subt at the egaie .-.£r. �,u � ,[eats „[ade nd ' �a ❑ 3 C✓u k C, bt +L.o r.- .,na Qa age od r + yl. od L. t�oc�-mri a Ade A r1iG1e- LA o f A r i T-!PV[�[1� CTiif'�r��.�->a[ - af» u�s� � mvmT[. � jz 09-A menr .4232 2019. 41r 0 c e, :trio O - terminates the Contr et fcause _ sytxr• ,Wed in .A rli .. -I14 of A 1 A ito A nt 232 291 P. the wrieunt, :r any, to be § 7.2A.2.3 The O.Arner shall also pay the Goniizaetof fair oempensaiien, eithel,4"ufehase OF rental at the+lee� the n..ner, lany «t ., ad L.x, .i.ez� . tha; then..,.,er �le..r.. r., retain nd that . of r.11iaFwi-&e nt as gA sube w nrs the !1Lr .!. ,I „1.,s Of Pie ce --- for the a t berierts or the Corii.z.-t..r MA 1 L nr.., orders n l l R 7.2.4.3 Term0Fiy-the O,. IF to ;4r7veniense rr!be Owner to : Mte.- 11,e Ger,trantfe- ra « o ,:t1 Art:n1e 1_n_nr w r n n,........ont A _�_ _ ❑ !hen the Q li&Y3cie J��+`ir'E'-'ir"�a- vrr'•_ v+r Additions and Deletions Reportfor AIA Document A132 — 2019. Copyright m 1975, 1980, 1992, 2009, and 2019>. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects This draft 7 was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 :motet , ARTICLE 7 TERMINATION OR SUSPENSION- Refer to AIA Document A232-2019 Article 14- Termination or Suspension of the Contract § 8.2 The Owner's Fepmsel.Project Manager: John Spiess City of Aspen- Open Space and Natural Resource Manager 427 Rio Grande Place Aspen, CO 81611 Email: jQhn.spiess{u aspen.gov Phone: (970) 429-2028 Mark C Gould Jr: President, CEO Gould Construction_ Inc. P.Q. Sox 130 Glenwood Springs, CO 8I602 Email: markir@jzouldconstruction.com Phone.(970)_945-7291 § 8.4 Neither the Owner's Project Manager nor the Contractor's representative shall be changed without ten days' prior notice to the other party. PAGE 12 .. .. Where the Contract is based on the Cost of the Work plus the Contractor's Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the All Engineer and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. Additions and Deletions Report for AIA Document A132 — 2019. Copyright © 1975, 1980, 1992, 2009, and 2019>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects This draft $ was produced at 11:48:01 ET on 03/08/2023 under Order No 2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 NOT APPLICABLE PAGE 13 .3 Exhibit C- AIA Document A232TM-2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition .4 AIA Deem.m. ..: 62931m 2013, Bu-I&Ig inferm-A-sk-ji; �.49d_@_Ung and Digital Data Exhibit; dated as indie ted bele;... Exhibit D- Request for Pra osals for Construction Manager/General Contractor Services for the Maroon Creek Multi Use Trail dated January 5, 2023. 5 Exhibit E- Addenda #1 through 45 as listed below in paragraph 9.1.9. (lasen the date.3 iarsaFpeFated - - - AgfeemeW.,6 Exhibit F- Gould Construction. Inc. - Construction Manager/General Contractor proposal dated February 9 2023. .6 .7 Drawings Maroon Creek Multi -Use November 18.2022 Trail drawings-30% Design —.8 Specifications 7 .9 Addenda, if any: January 18.2023 January 18, 2023 January 24, 2023 January 24, 2023 February 9. 2023 .6.10Other Exhibits: [ XI AIA Document A132Tm-2019, Exhibit B, Determination of the Cost of the Work The Guaranteed Maximum Price will be determined at a later date. If agreed upon by the Owner and Contractor, the AIA A I32-2019-Exhibit B-Determination of the Cost of Work will be executed. ARTICLE 10 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 buildint7 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. Additions and Deletions Report for AIA Document A132 — 2019. Copyright© 1975, 1980, 1992, 2009, and 2019>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 9 was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiecontracts.com. User Notes: (1815169366) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 12.2 Inde endent Contractor Status. It is exRressly acknowled ed and understood by the parties that nothin contained in this agreement shall result in or be construed as establishing an employment relationshi . Contractor shall b and shall perform as an Inde endent Contractor who ggges to use his or her best efforts to 12rovide the said services on behalf of the Owner. No agent, em la ee or servant of Contractor shall be or shall be deemed to be, the em to e agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of the Contractor. None of the benefits provided by Owner to its em to ees including, but not limited to workers' compensation insurance and unem to ment insurance are available from Owner to the em to ees agents or servants of Contractor. Contractor shall be solely and emirel res ponsible for its acts and for the acts of Contractor's a eats em p to ees servants and consultants during the erfortnance of this contract. Contractor shall indemnify Owner against all liability and loss in connection with and shall assume full res onsibil ily for 12a ment of all federal state and local taxes or contributions im osed or re uired under unem to ment insurance social securijy and income tax law, with respect to Contractor and/or Contractor's em 12 ees en a ed in performance of the services agreed to herein, Y2.3 Notice. Any written notices as called for herein rrigy be hand delivered to the respective Rersons and/or addresses listed below or mailed b certified mail return recei t re uested to: Owner: City Manager City of Aspen 427 Rio Grande Place Ashen. Colorado 81611 With a copy to: James R. True, Esg. City Attomey 427 Rio Grande Place Aspen. Colorado 81611 Contractor: Mark C. Gould, Jr.- President, CEO Gould Construction, Inc. P.O. Box 130 Glenwood Springs. CO 81602 02A Non -Discrimination. No discrimination because of race color, creed sex marital status affectional or sexual orientation family responsihjUtLngional origin, ancesqy, handicap, or religion shall be made in the em to ment of persons to perfonn services under this contract. Contractor a rees to meet all of the r uirements of Owner's municipal code Section 13-98 ertainin to non-discrimination in em 10 ment. 02.5 Waiver. The waiver b 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 tern. No term, _co"nant. ar condition pf#his 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 an term covenant, or condition to be performed U Contractor to which the same may gpply and until complete performance by Contractor of said term covenant or condition the Owner shall be entitled to invoke any remedy available to it under this Agreement or by law despite py such forbearance or indulgence. 12.6 Execution of Agreement by Owner. This a reement shall be binding upon all partics hereto and their res ective heirs executors administrators successors and assigns. Notwithstandin -anything to the Contrary contained herein this A reement 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 C& of Aspen, or a duly authorized official in his absence, following approval of City Council. 612.7 Worker Without Authorization - &CRS 8-17.5-101 & 624-76.5-101 1, PuERose. During the 2021 Colorado legislative session, the Legislature passed House Bil121-1075 that amended current CRS 8-17.5.IO2 1 2 a 2 b introducto onion and 2 b III as it relates to the Additions and Deletions Report for AIA Document A132-2019. Copyright© 1975, 1980, 1992, 2009, and 2019>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects, This draft i o was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08121/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 employment of and contracting_ with a "worker without authorization" which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal govemment to work in the United States. As amended, the current law prohibits a]I state agencies and political subdivisions, including the Owner, from knowinglylyy hiring a worker without authorization to perform work under a contract, or to knowingly contract with a consultant who knowingly hires a worker without authorization to perform work under the contract. The law also requires that all contracts for services include certain specific language as set forth in the statutes. The e_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 an contract for services entered into with the Owner. 1 "E-Verify_progam" means the electronic employment verification program created in Public Law 208 104th Congmss, 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 "De artment Rrograrn" means the ern p1gy ment verification progm established pursuant to section 8-17.5-105 5 c . .3 "Public Contract for Services" means this Agreement. 4 "Services" means the furnishing of labor, time. or effort by a Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. 5 "Worker without authorization" means an individual who is unable to provide evidence that the individual is authorized by the federal govemment to work in the United States 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-verityprogram or the department RTOM in order to verify that new employees are not illegal aliens. 4. Consultant hereby confirms that: 1. Consultant sball not knowingly employ or contract with a worker without authorization 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 emploVor contract without authorization to perform work under the Public Contract for Services. 3. Consultant has confirmed the employment eligibility of all employees who are newly hired for em to meet to perform work under the ub]ic contract for services through parficination in either the a-verifyro ram or the de wiment program. 4 Consultant shall not use either the e-verify_proeram 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: Additions and Deletions Report for AIA Document A132 — 2019. Copyright ® 1975, 1980, 1992, 2009, and 2019> All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 11 was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is notfor resale, is limnsed farone-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 l . Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is emRloy i ng or subcontractin g with a worker without authorization, and 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice req uired pursuant to this section the subconsultant does not step ern 1!2y in or contracting with the worker without authorization,• 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 a worker without authorization. b. Consultant shall cOmRIY with any reasonable request by the Colorado Department of Labor and Em to men# made in the course of an investi ation that the Colorado DeRgrtment 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 Rertaining to the duties imposed b Subsection 8-17.5-102 C.R.S. the Owner rngy terminate this A regiment. 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 aereed that neither this a reement nor any of its termsprovisions, conditions representations or covenants can be modified than ed terminated or amended waived superseded or extended except by appropriate written instrument fully executed by the parties. 12.9 If py of the provisions of this agreement shall be held invalid €Ile al or unenforceable it shall not affect or impair the validity, legality or enforceabil€ty of any other provision. 12.10 No construction ispermitted on Sundays, during the Food and Wine Festival in June fFridAy through Sunda Memorial Day weekend 4th of July day and/or weekend if it falls on a Friday or Monday, Labor Da weekend Thank$Zjving day. and Christmas week 12125-1/1 . These dates -are subject to change and construction must com& with current dates sti mated under the current Construction Mana ement Plan criteria — as amended b the City of Aspen Engineering Dew 12.14 Electronic Signatures and Electronic Records This Agreement and any amendments hereto mgy be executed in several counteEparts, each of which shall be deemed an original, and all of which together shall constitute one agreement b ind i ng on the Parties notw i thstand i ngthe possible event that all Parties may not have si ned the same countelRan. Furthermore each P consents to the use of electronic signatures by either P . The Scope of Work and Any other documents My a si gnature hereunder may be s igned electron icall y in the manner agreed to by the Parties. The Parties agree not to deny the le al effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties ajzree not to object to the admissibili of the Agreement in the form of an electronic record or a paper copy of an electronic documents or a a er copy of a document bearing an electronic signature, on the glounds that it is an electronic record or electronic sip,natureor that it is not _in. its. original form or is not an original. PAGE 16 Sara On Ciiy Manaecr Mark C Gould. Jr. President. CEO Additions and Deletions Report for AIA Document A132 — 2019 Copyright© 1975, 1980, 1992, 2009, and 2019> All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 2 was produced at 11:48:01 ET on 03/08/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiecontracts.com. User Notes: (1815169386) DocuSign Envelope ID: 3073808E-59E0-4B23-9512-7770CCA72513 Certification of Documents Authenticity AIA® Document D401 rM - 2003 I, , hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:48:01 ET on 03/08/2023 under Order No. 2114346557 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A 132TM — 2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401 — 2003 Copyright ®1992 and 2003 All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:48:01 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1816169386) Document A232® – 2019 General Conditions of the Contract for Construction, Construction Manager as Adviser Edition Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; B132™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132™–2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser. for the following PROJECT: (Name, and location or address) City of Aspen- Maroon Creek Multi-Use Trail Project #2022-234 THE OWNER’S REPRESENTATIVE: (Name, legal status, and address) Phil Vaughan Construction Management, Inc. 1038 County Road 323 Rifle, CO 81650 THE OWNER: (Name, legal status, and address) City of Aspen 427 Rio Grande Place Aspen, CO 81611 THE ENGINEER: (Name, legal status, and address) Otak 371 Centennial Parkway, Suite 210 Louisville, CO 80027 THE CONTRACTOR also referred to as Construction Manager/General Contractor: (Name, legal status, address, and other information) Gould Construction, Inc. P.O. Box 130 Glenwood Springs, CO 81602 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 2 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ENGINEER AND OWNER’S REPRESENTATIVE 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 16 OWNER’S SPECIFIC ADDITIONAL CONCERNS 17 WORKER WITHOUT AUTHORIZATION DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 3 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, 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 Engineer. 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 or proposal 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 Engineer or the Engineer’s consultants, (2) between the Owner and the Owner’s Representative or the Owner’s Representative’s consultants, (3) between the Owner and the Engineer or the Engineer’s consultants, (4) between the Contractor and the Owner’s Representative or the Owner’s Representative’s consultants, (5) between the Owner and a Subcontractor or Sub-subcontractor (6) between the Owner’s Representative and the Engineer, or (7) between any persons or entities other than the Owner and Contractor. The Owner’s Representative and Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of their 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 other Contractors, and by the Owner’s own forces and Separate Contractors. § 1.1.5 Contractors. Contractors are persons or entities, other than the Contractor or Separate Contractors, who perform Work under contracts with the Owner that are administered by the Engineer and Owner’s Representative. § 1.1.6 Separate Contractors. Separate Contractors are persons or entities who perform construction under separate contracts with the Owner not administered by the Engineer and Owner’s Representative. § 1.1.7 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. § 1.1.8 The 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. § 1.1.9 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Engineer and the Engineer’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. § 1.1.10 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. The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 4 § 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 only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract. § 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 are 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 Engineers. § 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 Engineer and the Engineer’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and retain all common law, statutory, and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, sub-subcontractors, and 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 the Project is not to be construed as publication in derogation of the Engineer’s or Engineer’s consultants’ reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub-subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to any protocols established pursuant to Sections 1.7 and 1.8, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Engineer, and the Engineer’s consultants. § 1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 5 Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.8 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. 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. Except as otherwise provided in Section 4.2.1, the Owner’s Representative and the Engineer do not have such authority. The term "Owner" means the Owner or the Owner’s Project Manager. § 2.1.2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of, or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein. § 2.2 Evidence of the Owner’s Financial Arrangements § 2.2.1 Prior to commencement of the Work, and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If commencement of the Work is delayed under this Section 2.2.1, the Contract Time shall be extended appropriately. § 2.2.2 Following commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract only if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) the Contractor identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of the Contractor’s request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided in the Contract Documents. § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as "confidential," the Contractor shall keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose "confidential" information, after seven (7) days’ notice to the Owner, where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or by court or arbitrator(s) order. The Contractor may also disclose "confidential" information to its employees, consultants, sureties, Subcontractors and their employees, Sub-subcontractors, and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. § 2.3 Information and Services Required of the Owner § 2.3.1 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, DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 6 assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Unless otherwise provided under the Contract Documents, the Owner, assisted by the Owner’s Representative, shall secure and pay for the building permit. § 2.3.2 The Owner shall retain an Engineer lawfully licensed to practice Engineering, or an entity lawfully practicing Engineering, in the jurisdiction where the Project is located. That person or entity is identified as the Engineer in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 The Owner shall retain a Owner’s Representative adviser lawfully practicing construction management in the jurisdiction where the Project is located. That person or entity is identified as the Owner’s Representative in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.4 If the employment of the Owner’s Representative or Engineer terminates, the Owner shall employ a successor Owner’s Representative or Engineer to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Owner’s Representative or Engineer, respectively. § 2.3.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. 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. § 2.3.6 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 information or services. § 2.3.7 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. § 2.3.8 The Owner shall forward all communications to the Contractor through the Owner’s Representative. Other communication shall be made as set forth in Section 4.2.6. § 2.4 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. § 2.5 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 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 default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to review by the Owner’s Representative and prior approval of the Engineer, and the Owner’s Representative or Engineer may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Owner’s Representative’s and Engineer’s and their respective consultants’ additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Engineer, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. 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 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 7 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 its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Owner’s Representative or Engineer in their administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 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 furnished by the Owner pursuant to Section 2.3.5, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose 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 Owner’s Representative and Engineer any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Owner’s Representative in such form as the Owner’s Representative and Engineer may require. 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 to the Owner’s Representative and Engineer any nonconformity discovered by or made known to the Contractor as a request for information submitted to Owner’s Representative in such form as the Owner’s Representative and Engineer may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Engineer issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit 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, subject to section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Engineer 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 nonconformities 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. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be 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 notice to the Owner, the Owner’s Representative, and the Engineer, and shall propose alternative means, methods, techniques, sequences, or procedures. The Engineer shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. The Owner’s Representative shall review the proposed alternative for sequencing, constructability, and coordination impacts on the other Contractors. Unless the Engineer or the Owner’s Representative objects to the Contractor’s proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 8 § 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 the Project already performed to determine that such portions are in proper condition to receive subsequent Work. § 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 approved by the Engineer in accordance with Section 3.12.8 or ordered by the Engineer in accordance with Section 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Engineer, in consultation with the Owner’s Representative, and in accordance with a Change Order or Construction Change Directive. § 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. § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner, Owner’s Representative, and Engineer that materials and equipment furnished 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 Owner’s Representative or Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. § 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 § 3.7.1 Unless otherwise provided in the Contract Documents, the Owner, assisted by the Owner’s Representative, shall secure and pay for the building permit. The Contractor shall secure and pay 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. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 9 § 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 Documents, the Contractor shall promptly provide notice to the Owner, Owner’s Representative, and the Engineer before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Engineer and Owner’s Representative will promptly investigate such conditions and, if the Engineer, in consultation with the Owner’s Representative, 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 that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Engineer, in consultation with the Owner’s Representative, 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 Engineer shall promptly notify the Owner, Owner’s Representative, and Contractor, stating the reasons. If the Owner or Contractor disputes the Engineer’s determination or recommendation, either party may submit a Claim 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, Owner’s Representative, and Engineer. 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. § 3.8 Allowances § 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. 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 notify the Owner and Engineer, through the Owner’s Representative, of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Owner’s Representative may notify the Contractor, stating whether the Owner, the Owner’s Representative, or the Engineer (1) has reasonable objection to the proposed superintendent or (2) require additional time for review. Failure of the Owner’s Representative to provide notice 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, Owner’s Representative, or Engineer 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 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 10 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 and Submittal Schedules § 3.10.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner’s and Engineer’s information, and the Owner’s Representative’s use in developing the Project schedule, a Contractor’s construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. The Contractor shall cooperate with the Owner’s Representative in scheduling and performing the Contractor’s Work to avoid conflict with, and as to cause no delay in, the work or activities of other Contractors, or the construction or operations of the Owner’s own forces or Separate Contractors. § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Owner’s Representative’s and Engineer’s approval. The Engineer and Owner’s Representative’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Owner’s Representative and Engineer reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall participate with other Contractors, the Owner’s Representative, and the Owner in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Owner’s Representative. The Contractor shall make revisions to the construction schedule and submittal schedule as deemed necessary by the Owner’s Representative to conform to the Project schedule. § 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 and sequence for each work activity and dependency of the work activity on other work activities will be generated by the Contractor. The Construction Schedule is to be used, among other functions, to provide a comprehensive planning tool for completion of both the Work and the Project. The Contractor will provide regular schedule updates issued in .pdf and native Microsoft Project file formats. The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner, Owner’s Representative, and Engineer, and incorporated into the approved Project schedule. § 3.10.5 The Contractor shall cooperate with the Owner’s Representative as Adviser 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. § 3.10.6 The Contractor shall produce a short interval schedule (5 week look-ahead) on major weekly work activities. At each weekly job meeting this schedule will be reviewed by the Contractor with all affected Subcontractors and the Owner’s Representative. § 3.10.7 Delivery and Storage. The Contractor shall exercise due diligence in ensuring that all equipment, material, and supplies are delivered in advance of the date they are required on the project. § 3.11 Documents and Samples at the Site The Contractor shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Owner’s Representative, Engineer, and Owner, and delivered to the Owner’s Representative for submittal to the Owner upon completion of the Work as a record of the Work as constructed. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 11 § 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 how 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 Engineer and Owner’s Representative is subject to the limitations of Sections 4.2.10 through 4.2.12. Informational submittals upon which the Owner’s Representative and Engineer are not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Owner’s Representative or Engineer without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Owner’s Representative, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the Project submittal schedule approved by the Owner’s Representative and Engineer or, in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of other Contractors, Separate Contractors, or the Owner’s own forces. The Contractor shall cooperate with the Owner’s Representative in the coordination of the Contractor’s Shop Drawings, Product Data, Samples, and similar submittals with related documents submitted by other Contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner, Owner’s Representative, and Engineer, 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 reviewed and approved by the Engineer. § 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 the requirements of the Contract Documents by the Engineer’s approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Owner’s Representative and Engineer of such deviation at the time of submittal and (1) the Engineer 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 Engineer’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 Owner’s Representative and Engineer on previous submittals. In the absence of such notice, the Engineer’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. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 12 § 3.12.10.1 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 Owner and the Engineer will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately 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 Engineer. The Owner, the Engineer, and the Owner’s Representative shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Engineer have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Engineer will review and 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 Owner’s Representative shall review submittals for sequencing, constructability, and coordination impacts on other Contractors. § 3.12.10.2 If the Contract Documents require the Contractor’s design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Owner’s Representative and Engineer at the time and in the form specified by the Engineer. § 3.12.11 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 Engineer 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, Engineer and Owner’s Representative of these prior to commencing any work affected by the ambiguous dimensions. § 3.13 Use of Site § 3.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.13.2 The Contractor shall coordinate the Contractor’s operations with, and secure the approval of, the Owner’s Representative before using any portion of the site. § 3.13.3 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. § 3.13.4 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. § 3.13.5 The Owner shall be responsible for snow removal on public streets and trails. Contractor shall not be responsible for snow removal. § 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 all City of Aspen Construction Management Plan requirements including but not limited to, Dust Control, Erosion Control, traffic management, recycling, and mud mitigation and clean up, acoustic noise barriers, and Noise Control. § 3.13.7 Erosion Control: Contractor shall prepare and implement a Stormwater Management Plan in accordance with EPA’s National Pollutant Discharge Elimination System (NPDES) General Permit for stormwater discharges from Large and Small Construction Activities. Any mud tracked onto public roadways shall be removed daily. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 13 § 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 and to existing businesses, residences, public facilities, accessways and buildings as defined in the drawings and Project Schedule. § 3.13.10 The Contractor shall provide all necessary sanitary facilities for its own forces during construction. § 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 Owner, Engineer and Owner’s Representative in writing immediately upon completion of this marking. The City of Aspen Parks and Open Space Department will then give permission for removal in writing to the Contractor. Plantings, shrubs, and trees shall not be removed or damaged without such permission. § 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. § 3.13.14 The Contractor shall notify all public utility companies a minimum of three (3) 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 Engineer 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 Engineer, the Owner’s Representative, 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, or patching shall be restored to the condition existing prior to the cutting, fitting, or 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, Separate Contractors, or of other Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner, Separate Contractors, or by other Contractors except with written consent of the Owner’s Representative, Owner, and such other Contractors or Separate Contractors. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Separate Contractors, other Contractors, or the Owner, its 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 and 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, or Owner’s Representative with the Owner’s approval, may do so and the Owner shall be entitled to reimbursement from the Contractor. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 14 § 3.16 Access to Work The Contractor shall provide the Owner, Owner’s Representative, and Engineer with access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner, Owner’s Representative, and Engineer harmless from loss on account thereof, but shall not be responsible for 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, Engineer, or Owner’s Representative. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Engineer through the Owner’s Representative. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Owner’s Representative, Engineer, Owner’s Representative’s and Engineer’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees and expert witness fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. In the event Contractor is liable for all or any portion of any claim, damages, losses or expenses, Contractor shall reimburse Owner for its reasonable attorney’s fees, expert witness fees, and costs 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 indemnification 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 ENGINEER AND OWNER’S REPRESENTATIVE § 4.1 General § 4.1.1 The Engineer is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 The Owner’s Representative is the person or entity retained by the Owner pursuant to Section 2.3.3 and identified as such in the Agreement. § 4.1.3 Duties, responsibilities, and limitations of authority of the Owner’s Representative and Engineer as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Owner’s Representative, Engineer, and Contractor. Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Owner’s Representative and Engineer will provide administration of the Contract as described in the Contract Documents and will be the Owner’s representatives during construction until the date the Engineer issues the final Certificate for Payment. The Owner’s Representative and Engineer will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Engineer 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 Engineer will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 15 the Engineer will keep the Owner and the Owner’s Representative reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner and Owner’s Representative known deviations from the Contract Documents and defects and deficiencies observed in the Work. § 4.2.3 The Owner’s Representative shall provide one representative during the Construction Phase. The representative shall be in attendance at the Project site when deemed necessary by the Owner. The staffing requirement shall not be construed as continuous on-site staffing during the Construction Phase. The Owner’s Representative will determine in general if the Work observed is being performed in accordance with the Contract Documents, will keep the Owner and Engineer reasonably informed of the progress of the Work, and will promptly report to the Owner and Engineer known deviations from the Contract Documents and the most recent Project schedule, and defects and deficiencies observed in the Work. § 4.2.4 The Owner’s Representative will schedule and coordinate the activities of the Contractor and other Contractors in accordance with the latest approved Project schedule. § 4.2.5 The Owner’s Representative, except to the extent required by Section 4.2.4, and Engineer 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 under the Contract Documents, and neither will be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. Neither the Owner’s Representative nor the Engineer will have control over or charge of, or be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 4.2.5.1 The Owner’s Representative will not be responsible or liable for the acts or omissions of the Engineer, Contractor, or any Subcontractor, or any of their agents or employees, or any other person performing any of the Work. § 4.2.5.2 The Owner’s Representative shall schedule and conduct job meetings to be attended by the Contractor and representatives of the Owner and Engineer to discuss such matters as procedures, progress, problems and scheduling. Owner’s Representative shall prepare and distribute minutes of such meetings. § 4.2.6 Communications. The Owner shall communicate with the Contractor and the Owner’s Representative’s consultants through the Owner’s Representative about matters arising out of or relating to the Contract Documents. The Owner and Owner’s Representative shall include the Engineer in all communications that relate to or affect the Engineer’s services or professional responsibilities. The Owner shall promptly notify the Engineer of the substance of any direct communications between the Owner and the Owner’s Representative otherwise relating to the Project. Communications by and with the Engineer’s consultants shall be through the Engineer. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with other Contractors shall be through the Owner’s Representative. Communications by and with the Owner’s own forces and Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. § 4.2.7 The Owner’s Representative and Engineer will review and certify all Applications for Payment by the Contractor, in accordance with the provisions of Article 9. § 4.2.8 The Engineer and Owner’s Representative have authority to reject Work that does not conform to the Contract Documents, and will notify each other about the rejection. Whenever the Owner’s Representative considers it necessary or advisable, the Owner’s Representative will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, upon written authorization of the Owner, whether or not the Work is fabricated, installed or completed. The foregoing authority of the Owner’s Representative will be subject to the provisions of Sections 4.2.18 through 4.2.20 inclusive, with respect to interpretations and decisions of the Engineer. However, neither the Engineer’s nor the Owner’s Representative’s authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Engineer or the Owner’s Representative to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons performing any of the Work. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 16 § 4.2.9 Utilizing the submittal schedule provided by the Contractor, the Owner’s Representative shall prepare, and revise as necessary, a Project submittal schedule incorporating information from other Contractors, the Owner, Owner’s consultants, Owner’s Separate Contractors and vendors, governmental agencies, and participants in the Project under the management of the Owner’s Representative. The Project submittal schedule and any revisions shall be submitted to the Engineer for approval. § 4.2.10 The Owner’s Representative will receive and promptly review for conformance with the submittal requirements of the Contract Documents, all submittals from the Contractor such as Shop Drawings, Product Data, and Samples. Where there are other Contractors, the Owner’s Representative will also check and coordinate the information contained within each submittal received from the Contractor and other Contractors, and transmit to the Engineer those recommended for approval. By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Owner’s Representative represents to the Owner and Engineer that the Owner’s Representative has reviewed and recommended them for approval. The Owner’s Representative’s actions will be taken in accordance with the Project submittal schedule approved by the Engineer or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review by the Engineer. § 4.2.11 The Engineer 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 Engineer’s action will be taken in accordance with the submittal schedule approved by the Engineer or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Engineer’s professional judgment to permit adequate review. Upon the Engineer’s completed review, the Engineer shall transmit its submittal review to the Owner’s Representative. § 4.2.12 Review of the Contractor’s submittals by the Owner’s Representative and Engineer 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 Owner’s Representative and Engineer’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 Owner’s Representative and Engineer’s review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Engineer’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.13 The Contractor shall prepare Proposed Change Orders (PCO’s) which will be reviewed and recommended by the Owner’s Representative and the Engineer prior to submission to the Owner for acceptance. § 4.2.14 The Owner’s Representative and the Engineer will take appropriate action on Change Orders or Construction Change Directives in accordance with Article 7, and the Engineer will have authority to order minor changes in the Work as provided in Section 7.4. The Engineer, in consultation with the Owner’s Representative, will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.15 Utilizing the documents provided by the Contractor, the Owner’s Representative will maintain at the site for the Owner one copy of all Contract Documents, approved Shop Drawings, Product Data, Samples, and similar required submittals, in good order and marked currently to record all changes and selections made during construction. These will be available to the Engineer and the Contractor, and will be delivered to the Owner upon completion of the Project. § 4.2.16 The Owner’s Representative will assist the Engineer in conducting inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in conjunction with the Engineer pursuant to Section 9.8; and receive and forward to the Owner written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10. The Owner’s Representative will forward to the Engineer a final Application and Certificate for Payment or final Project Application and Project Certificate for Payment upon the Contractor’s compliance with the requirements of the Contract Documents. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 17 § 4.2.17 If the Owner and Engineer agree, the Engineer will provide one or more Project representatives to assist in carrying out the Engineer’s responsibilities at the site. The Owner shall notify the Owner’s Representative of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.18 The Engineer will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Owner’s Representative, Owner, or Contractor through the Owner’s Representative. The Engineer’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.19 Interpretations and decisions of the Engineer 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 making such interpretations and decisions, the Engineer 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 so rendered in good faith. § 4.2.20 The Engineer’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.21 The Owner’s Representative will receive and review requests for information from the Contractor, and forward each request for information to the Engineer, with the Owner’s Representative’s recommendation. The Engineer will review and respond in writing, through the Owner’s Representative, to requests for information about the Contract Documents. The Owner’s Representative’s recommendation and the Engineer’s response to each request will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Engineer 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 and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include other Contractors or Separate Contractors or the subcontractors of other Contractors or Separate Contractors. § 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 singular 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 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner’s Representative, for review by the Owner, Owner’s Representative and Engineer, of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Owner’s Representative may notify the Contractor whether the Owner, the Owner’s Representative or the Engineer (1) has reasonable objection to any such proposed person or entity or, (2) requires additional time for review. Failure of the Owner’s Representative to provide notice 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 Owner, Owner’s Representative or Engineer 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 Owner, Owner’s Representative or Engineer has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner, Owner’s Representative or Engineer 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. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 18 § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner, Owner’s Representative or Engineer makes reasonable objection to such substitution. § 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, that the Contractor, by these Contract Documents, assumes toward the Owner, Owner’s Representative and Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner, Owner’s Representative and Engineer 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. Where appropriate, 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. § 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 .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; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and obligations under the subcontract. § 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 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 with Own Forces and to Award Other 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 with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 6.1.2 When the Owner performs construction or operations with the Owner’s own forces or Separate Contractors, the Owner shall provide for coordination of such forces and Separate Contractors with the Work of the Contractor, who shall cooperate with them. § 6.1.3 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner’s own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has 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’s own forces, Separate Contractors, Owner’s Representative and other Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 19 their activities, and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner’s own forces, Separate Contractors or other Contractors, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Owner’s Representative and Engineer of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor or other Contractors that would render it unsuitable for proper execution and results of the Contractor’s Work. Failure of the Contractor to notify the Owner’s Representative and the Engineer of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner’s or Separate Contractor’s or other Contractors’ completed or partially completed construction is fit and proper to receive the Contractor’s Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractors or other Contractors that are not apparent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs, including costs that are payable to a Separate Contractors or to other Contractors, because of the Contractor’s delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of delays, improperly timed activities, damage to the Work or defective construction by the Owner’s own forces, Separate Contractors, or other Contractors. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction, or to property of the Owner, Separate Contractors, or other Contractors as provided in Section 10.2.5. § 6.2.5 The Owner, Separate Contractors, and other Contractors 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, other 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 Owner’s Representative, with notice to the Engineer, 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 Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations 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 Guaranteed Maximum Price 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 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. 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, Fifteen percent (15%) of the cost. .2 For the Contractor, for Work performed by the Contractor’s Subcontractor, Fifteen percent (15%) of the cost. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 20 .3 For each Subcontractor or Sub-subcontractor involved, for Work performed by that Subcontractor or Sub-subcontractor’s own forces, percent (?%) (To be determined at GMP) of the cost. .4 For each Subcontractor, for Work performed by the Subcontractor’s Sub-subcontractors, ? percent (?%) (To be determined at GMP) 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 7.3.4. § 7.1.4 Each Change Order request, Construction Change Directive price, or claim submitted by the Contractor shall be accompanied by a complete itemization and quantification of costs including unit rates, labor costs, materials, quantities, subcontracts and markups. Subcontract pricing shall also be itemized and quantified. § 7.1.5 A Change Order shall be based upon agreement among the Owner, Owner’s Representative, Contractor, and Engineer; a Construction Change Directive requires agreement by the Owner Owner’s Representative and Engineer and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Engineer alone. § 7.1.6 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 A Change Order is a written instrument prepared by the Owner’s Representative and signed by the Owner, Owner’s Representative, Engineer, and Contractor, 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. § 7.2.1 Notwithstanding anything in the Contract Documents to the contrary, Amendments, Construction Change Directives, or Change Orders shall not be binding on the Owner 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 Owner’s Representative and signed by the Owner, Owner’s Representative and Engineer, 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 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Owner’s Representative shall determine 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, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 21 Owner’s Representative may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers’ compensation insurance, and other employee costs approved by the Owner’s Representative and Engineer; .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, and sales, use, or similar taxes, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Owner’s Representative of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 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. § 7.3.8 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 Owner’s Representative and Engineer. 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 Owner’s Representative and Engineer will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Owner’s Representative and Engineer determine to be reasonably justified. The 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 Owner’s Representative and Engineer concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner’s Representative shall 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 Engineer may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Engineer’s order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Owner’s Representative and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Engineer’s order for a minor change without prior notice to the Owner’s Representative that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. 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. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 22 § 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 Engineer 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, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. § 8.2.3 The Contractor shall begin the Work within seven (7) days of the date of commencement in the Notice to Proceed. The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion and Final Completion within the Contract Time. § 8.2.4 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, Engineer or Owner’s Representative, or any of their employees, the Owner shall have the right to impose any or all of the following options: § 8.2.4.1 Require the Contractor to prepare a Recovery Plan to get back on schedule within ten (10) days. § 8.2.4.2 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 Owner’s Representative may require the Contractor to take any of the actions set forth below and its subsections without additional cost to the Owner, Owner’s Representative, or Engineer to makeup the lag in scheduled progress. § 8.2.4.3 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 . § 8.2.4.4 Withhold progress payment in accordance with Section 9.5.1. § 8.2.4.5 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. § 8.2.4.6 Failure of the Contractor to substantially comply with the requirements of Section 8.2 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 (1) an act or neglect of the Owner, Engineer, Owner’s Representative, or an employee of any of them, or of the Owner’s own forces, Separate Contractors, or other Contractors; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor’s control; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Contractor asserts and the Engineer, based on the recommendation of the Owner’s Representative, determines justify delay, then the Contract Time shall be extended for such reasonable time as the Engineer may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 23 § 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 § 9.1.1 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. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the Owner’s Representative, before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Owner’s Representative and the Engineer. This schedule, unless objected to by the Owner’s Representative or Engineer, shall be used as a basis for reviewing the Contractor’s Applications for Payment. The Owner’s Representative shall forward to the Engineer the Contractor’s schedule of values. Any changes to the schedule of values shall be submitted to the Owner’s Representative and supported by such data to substantiate its accuracy as the Owner’s Representative and the Engineer may require, and unless objected to by the Owner’s Representative or the Engineer, shall be used as a basis for reviewing the Contractor’s subsequent Applications for Payment. The Schedule of Values shall include a separate line item for monthly updating of the As-Built Record Drawings in electronic format. § 9.3 Applications for Payment § 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shall submit to the Owner’s Representative an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor’s right to payment that the Owner, Owner’s Representative or Engineer require, such as copies of requisitions, and releases of waivers of lien from Subcontractors and suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 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 Owner’s Representative and Engineer, 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 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, must be available for inspection by the Engineer and Owner’s Representative, 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 noting the Owner and Contractor as an Additional Insured. The Application for Payment 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 Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 24 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. § 9.4 Certificates for Payment § 9.4.1 Where there is only one Contractor, the Owner’s Representative will, within seven days after the Owner’s Representative’s receipt of the Contractor’s Application for Payment, review the Application, certify the amount the Owner’s Representative determines is due the Contractor, and forward the Contractor’s Application and Certificate for Payment to the Engineer. Within seven days after the Engineer receives the Contractor’s Application for Payment from the Owner’s Representative, the Engineer will either (1) issue to the Owner a Certificate for Payment, in the full amount of the Application for Payment, with a copy to the Owner’s Representative; or (2) issue to the Owner a Certificate for Payment for such amount as the Engineer determines is properly due, and notify the Owner’s Representative and Owner of the Engineer’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Owner’s Representative and Owner of the Engineer’s reason for withholding certification in whole as provided in Section 9.5.1. The Owner’s Representative will promptly forward to the Contractor the Engineer’s notice of withholding certification. § 9.4.2 Where there is more than one Contractor performing portions of the Project, the Owner’s Representative will, within seven days after the Owner’s Representative receives all of the Contractors’ Applications for Payment: (1) review the Applications and certify the amount the Owner’s Representative determines is due each of the Contractors; (2) prepare a Summary of Contractors’ Applications for Payment by combining information from each Contractor’s application with information from similar applications for progress payments from the other Contractors; (3) prepare a Project Application and Certificate for Payment; (4) certify the amount the Owner’s Representative determines is due all Contractors; and (5) forward the Summary of Contractors’ Applications for Payment and Project Application and Certificate for Payment to the Engineer. § 9.4.2.1 Within seven days after the Engineer receives the Project Application and Project Certificate for Payment and the Summary of Contractors’ Applications for Payment from the Owner’s Representative, the Engineer will either (1) issue to the Owner a Project Certificate for Payment, with a copy to the Owner’s Representative; or (2) issue to the Owner a Project Certificate for Payment for such amount as the Engineer determines is properly due, and notify the Owner’s Representative and Owner of the Engineer’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Project Application for Payment, and notify the Owner’s Representative and Owner of the Engineer’s reason for withholding certification in whole as provided in Section 9.5.1. The Owner’s Representative will promptly forward the Engineer’s notice of withholding certification to the Contractors. § 9.4.3 The Owner’s Representative’s certification of an Application for Payment or, in the case of more than one Contractor, a Project Application and Certificate for Payment, shall be based upon the Owner’s Representative’s evaluation of the Work and the data in the Application or Applications for Payment. The Owner’s Representative’s certification will constitute a representation that, to the best of the Owner’s Representative’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.4 The Engineer’s issuance of a Certificate for Payment or, in the case of more than one Contractor, Project Application and Certificate for Payment, shall be based upon the Engineer’s evaluation of the Work, the recommendation of the Owner’s Representative, and data in the Application for Payment or Project Application for Payment. The Engineer’s certification will constitute a representation that, to the best of the Engineer’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.5 The representations made pursuant to Sections 9.4.3 and 9.4.4 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 Owner’s Representative or Engineer. § 9.4.6 The issuance of a Certificate for Payment or a Project Certificate for Payment will not be a representation that the Owner’s Representative or Engineer 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) DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 25 reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.4.7 Retainage of five percent (5%) will be withheld as detailed in the AIA Document A132-2019 Section 5.1.7 Retainage. § 9.5 Decisions to Withhold Certification § 9.5.1 The Owner’s Representative or Engineer may withhold a Certificate for Payment or Project Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Owner’s Representative’s or Engineer’s opinion the representations to the Owner required by Section 9.4.3 and 9.4.4 cannot be made. If the Owner’s Representative or Engineer is unable to certify payment in the amount of the Application, the Owner’s Representative will notify the Contractor and Owner as provided in Section 9.4.1 and 9.4.2. If the Contractor, Owner’s Representative and Engineer cannot agree on a revised amount, the Engineer will promptly issue a Certificate for Payment or a Project Certificate for Payment for the amount for which the Engineer is able to make such representations to the Owner. The Owner’s Representative or Engineer 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 or Project Certificate for Payment previously issued, to such extent as may be necessary in the Owner’s Representative’s or Engineer’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from the 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 suppliers 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 or other 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. § 9.5.2 When either party disputes the Engineer’s decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. In the event the Engineer 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. § 9.5.4 If the Engineer or Owner’s Representative withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier 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 Engineer and the Owner’s Representative, and both will reflect such payment on the next Certificate for Payment. § 9.5.5 The Contractor shall not stop work or terminate the Contract if the Engineer 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 Engineer has issued a Certificate for Payment or Project 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 Owner’s Representative and Engineer. § 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 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 26 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. § 9.6.3 The Owner’s Representative 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 Owner, Owner’s Representative and Engineer on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner, Owner’s Representative nor Engineer shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor’s payments to 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 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 9.7 Failure of Payment If the Owner’s Representative and Engineer do not issue a Certificate for Payment or a Project Certificate for Payment, through no fault of the Contractor, within fourteen days after the Owner’s Representative’s 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 Owner’s Representative and Engineer or awarded by binding dispute resolution, then the Contractor may, upon seven additional days’ notice to the Owner, Owner’s Representative and Engineer, 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 shutdown, 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 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 notify the Owner’s Representative, and the Contractor and Owner’s Representative shall jointly prepare and submit to the Engineer 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. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 27 § 9.8.3 Upon receipt of the list, the Engineer, assisted by the Owner’s Representative, will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Engineer’s inspection discloses any item, whether or not included on the 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 Engineer. In such case, the Contractor shall then submit a request for another inspection by the Engineer, assisted by the Owner’s Representative, to determine Substantial Completion. § 9.8.4 When the Engineer, assisted by the Owner’s Representative, determines that the Work of all of the Contractors, or designated portion thereof, is substantially complete, the Owner’s Representative will prepare, and the Owner’s Representative and Engineer shall execute, a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and 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 the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the 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. § 9.8.6 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. § 9.8.7 The Contractor shall furnish the Owner "As-built Record Drawings" on a USB drive in .pdf format. The Engineer 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 Microsoft Word 2016 or later. The Contractor shall furnish the Owner "As-built Record Drawings" on USB drive 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 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 and Owner’s Representative shall jointly prepare and submit a list to the Engineer 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 Engineer after consultation with the Owner’s Representative. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Owner’s Representative, Contractor, and Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record 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 completion of the Work, the Contractor shall forward to the Owner’s Representative a notice that the Work is ready for final inspection and acceptance, and shall also forward to the Owner’s Representative a final Contractor’s Application for Payment. Upon receipt, the Owner’s Representative shall perform an inspection to confirm the completion of Work of the Contractor. The Owner’s Representative shall make recommendations to the DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 28 Engineer when the Work of all of the Contractors is ready for final inspection, and shall then forward the Contractors’ notices and Application for Payment or Project Application for Payment, to the Engineer, who will promptly make such inspection. When the Engineer finds the Work acceptable under the Contract Documents and the Contract fully performed, the Owner’s Representative and Engineer will promptly issue a final Certificate for Payment or Project Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their on-site visits and inspections, the Work has been completed in accordance with 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 Owner’s Representative’s and Engineer’s final Certificate for Payment or Project 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 Engineer through the Owner’s Representative (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, (3) a written statement that the Contractor knows of no 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 (5) documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, 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 Owner’s Representative and Engineer so confirm, the Owner shall, upon application by the Contractor and certification by the Owner’s Representative and Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, 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 the 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 Engineer through the Owner’s Representative 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; .3 terms of special warranties required by the Contract Documents; or .4 audits performed by the Owner, if permitted by the Contract Documents, after final payment. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a 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. The Contractor shall submit the Contractor’s safety program to the Owner’s Representative for review and coordination with the safety programs of other Contractors. The Owner’s Representative’s responsibilities for review and coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Owner’s Representative. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 29 § 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, a Subcontractor, or a Sub-subcontractor; .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; and .4 construction or operations by the Owner, Separate Contractors, or other Contractors. § 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. § 10.2.3 The Contractor shall implement, 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 the owners and users of adjacent sites and utilities of the safeguards. § 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. § 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, 10.2.1.3 and 10.2.1.4 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, 10.2.1.3 and 10.2.1.4. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner, Owner’s Representative or Engineer or anyone directly or indirectly employed by any of them, or by anyone for whose acts any 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, Owner’s Representative and Engineer. § 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, notice of the 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 or substances. 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 notify the Owner, Owner’s Representative and Engineer of the condition. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 30 § 10.3.2 Upon receipt of the Contractor’s 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 furnish in writing to the Contractor, Owner’s Representative and Engineer the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor, the Owner’s Representative and the Engineer will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Owner’s Representative or Engineer has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor, the Owner’s Representative and the Engineer 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 by the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Owner’s Representative, Engineer, their consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, 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), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except 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 reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under 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 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 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 § 11.1 Contractor’s Insurance and Bonds- Refer to AIA Document A132-2019- Exhibit A- Insurance and Bonds (Paragraphs deleted) § 11.3 Waivers of Subrogation § 11.3.1 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; (2) the Owner’s Representative and Owner’s Representative’s consultants; (3) the Engineer and Engineer’s consultants; (4) other Contractors and any of their subcontractors, sub-subcontractors, agents, and employees; and (5) Separate Contractors, 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 those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Owner’s Representative, Owner’s Representative’s consultants, Engineer, Engineer’s consultants, other Contractors, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 31 each person or entity agreeing to waive claims pursuant to this Section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 11.3.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance The Owner, at the Owner’s option, may purchase and maintain insurance that will protect the Owner against loss of use of the Owner’s property, or the inability to conduct normal operations, due to fire or other causes of loss. The Owner waives all rights of action against the Contractor, Engineer, and Owner’s Representative for loss of use of the Owner’s property, due to fire or other hazards however caused. § 11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Owner’s Representative, Engineer and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Owner’s Representative, Engineer and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. 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 Owner’s Representative’s or Engineer’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by either, be uncovered for their 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 Owner’s Representative or Engineer has not specifically requested to examine prior to its being covered, the Owner’s Representative or Engineer may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor’s expense. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Owner’s Representative or Engineer or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion, and whether or not DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 32 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 Owner’s Representative’s and Engineer’s services and expenses made necessary thereby, shall be at the Contractor’s expense. § 12.2.2 After Substantial Completion § 12.2.2.1 In addition to the Contractor’s obligations under Section 3.5, if, within one year 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 any 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 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 one-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 and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, Owner’s Representative or Engineer, the Owner may correct it in accordance with Section 2.5. § 12.2.2.1.1 Should the warranty issue involve a leak, water ingress, flooding, hazardous material, potential for increased damage to adjacent buildings, or adversely affect adjacent building occupants, the Contractor must begin to correct the issue immediately to prevent further damage and within 48 hours have rectified the problem, or have a clear work plan for the long term rectification of the issue to comply with the Contract Documents. The Contractor shall provide detailed documentation demonstrating repair or replacement of all warranty items. § 12.2.2.2 The two-year (2 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. § 12.2.2.3 The two-year (2 year) period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 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 of the Owner, Separate Contractors, or other Contractors, whether completed or partially completed, 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 under the Contract Documents. Establishment of the one-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 laws of the State of Colorado, and venue shall be in the County of Pitkin, State of Colorado. place where the Project is located excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4. § 13.1.1 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 33 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 427 Rio Grande Place Aspen, CO 81611 With a copy to: James R. True, Esq. City Attorney 427 Rio Grande Place Aspen, Colorado 81611 Contractor: Gould Construction, Inc. P.O. Box 130 Glenwood Springs, CO 81602 Engineer: Otak 371 Centennial Parkway, Suite 210 Louisville, CO 80027 Owner’s Representative: Phil Vaughan Construction Management, Inc. Attn. Philip Vaughan- President 1038 County Road 323 Rifle, CO 81650 § 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 an assignment without such consent, 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 the assignment. § 13.3 Rights and Remedies § 13.3.1 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. § 13.3.2 No action or failure to act by the Owner, Owner’s Representative, Engineer, 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 thereunder, except as may be specifically agreed upon in writing. § 13.3.3 Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101 et seq. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 34 § 13.4 Tests and Inspections § 13.4.1 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. The Contractor shall schedule such tests, inspections, and approvals with an independent testing laboratory or entity contracted by the Owner. Owner shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Owner’s Representative and Engineer timely notice of when and where tests and inspections are to be made so that the Owner’s Representative and Engineer may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Owner’s Representative, Engineer, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Owner’s Representative and Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Owner’s Representative and Engineer of when and where tests and inspections are to be made so that the Owner’s Representative and Engineer may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner’s expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Owner’s Representative’s and Engineer’s services and expenses, shall be at the Contractor’s expense. § 13.4.4 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 Owner’s Representative for transmittal to the Engineer. § 13.4.5 If the Owner’s Representative or Engineer is to observe tests, inspections, or approvals required by the Contract Documents, the Owner’s Representative or Engineer will do so promptly and, where practicable, at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.5 Interest Interest on amounts ultimately determined to be due to a Contractor or the Owner shall be payable at the statutory rated applicable to judgments from the date the claim arose through the date of decision or judgement, whichever is later. Aspen Municipal Code 4.16.070. Interest. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 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 Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, 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 Owner’s Representative has not certified or the Engineer 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, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 35 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, upon seven days’ notice to the Owner, Owner’s Representative and Engineer, terminate the Contract and recover from the Owner payment for Work executed, as well as reasonable overhead and profit on Work not executed, and costs incurred by reason of such termination. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, or their agents or employees, or any other persons performing portions of the Work 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’ notice to the Owner, Owner’s Representative and Engineer, 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 or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .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 reasons described in Section 14.2.1 exist, after consultation with the Owner’s Representative, and upon certification by the Engineer that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ 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, 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 in 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. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Owner’s Representative’s and Engineer’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall, upon application, be certified by the Initial Decision Maker after consultation with the Owner’s Representative, and this obligation for payment shall survive termination of the Contract. § 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 the Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. Adjustment of the Contract Sum shall include profit. 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 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 36 .2 that an equitable adjustment is made or denied under another provision of this 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 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 Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts; and the termination fee, if any, set forth in the Agreement. 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, a change in the Contract Time, 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. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. § 15.1.2 Time Limits on Claims The Owner and Contractor shall commence call 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 15.1.2. § 15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Owner’s Representative and Engineer, if the Engineer is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 shall 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. § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party. In such event, no decision by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance § 15.1.4.1 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. § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker’s decision, subject to the right of either party to proceed in accordance with this Article 15. The Engineer will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost. If the Contractor wishes to make a Claim for an increase in the Contract Sum, notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 37 subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 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. § 15.1.6.2 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. § 15.1.7 Waiver of Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision. The Owner’s Representative will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. 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. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a 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 the 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. § 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, the Owner’s Representative, and the Engineer, if the Engineer is not DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 38 serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 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 receipt of an initial decision, demand in writing that the other party file for mediation. If such a demand is made and the party receiving the demand fails to file for mediation within 30 days of receipt thereof, then both parties waive their rights to mediate or pursue binding 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 party 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 15.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. Venue and jurisdiction for any suit brought to enforce the terms of this Agreement shall be in Pitkin County District Court, State of Colorado. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association 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 Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3.3 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. § 15.3.4 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. § 15.4 LITIGATION § 15.4.1 Litigation. This Contract, and all matters interpreting it and arising under it shall be enforced in, and all parties, do now submit to, the exclusive jurisdiction and venue of the District Court, City and County of Pitkin, State of Colorado, in the event of any litigation concerning this Contract, and regardless of where this Contract may be executed. Each party consents to and agrees to file a general appearance in the event that it receives service of process. (Paragraphs deleted) § 15.4.2 Jury Trial Waiver. To the fullest extent permitted by law, Owner and Contractor specifically waive any right to a trial by jury in any court with respect to any contractual, tortious or statutory claim, counterclaim or cross-claim against the other arising out of or connected in any way to the project or the Contract Documents. The complex commercial and professional aspects of the Contract make a jury determination neither desirable nor appropriate. Contractor shall include this provision in all of its subcontracts and purchase orders. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 39 § 15.4.3 Removal Waiver. To the fullest extent permitted by law, Owner and Contractor specifically waive any right to remove any action to United States District Court for the District of Colorado, regardless of the presence of diversity of citizenship among or between the parties. Contractor shall include this provision in all of its subcontracts and purchase orders. § 15.4.4 Attorneys Fees: In the event that either party brings legal action to enforce any provision of this Contract, the prevailing party shall be awarded all of its reasonable costs and expenses, including attorney’s fees, incurred by such party in connection with such action. Article 16 Owner’s Specific Additional 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. 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 Owner’s Representative. Article 17 Worker Without Authorization – §CRS 8-17.5-101 & §24-76.5-101 1. Purpose. During the 2021 Colorado legislative session, the Legislature passed House Bill 21-1075 that amended current CRS §8-17.5.102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(III) as it relates to the employment of and contracting with a "worker without authorization" which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States. As amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly hiring a worker without authorization to perform work under a contract, or to knowingly contract with a consultant who knowingly hires a worker without authorization to perform work under the contract. The law also requires 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 8-17.5-105(5)(c). .3 "Public Contract for Services" means this Agreement. .4 "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. .5 "Worker without authorization" means an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States 3. By signing this document, Consultant certifies and represents that at this time: 1. Consultant shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services; and 2. Consultant has participated or attempted to participate in either the e-verity program or the department program in order to verify that new employees are not illegal aliens. 4. Consultant hereby confirms that: DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 40 1. Consultant shall not knowingly employ or contract with a worker without authorization 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 without authorization to perform work under the Public Contract for Services. 3. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Consultant shall not use either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. 5. If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien, Consultant shall: 1. Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with a worker without authorization; and 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not step employing or contracting with the worker without authorization; 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 a worker without authorization. 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. . DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA® Document A232® – 2019 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 12:18:50 ET on 03/06/2023. Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 1 PAGE 1 City of Aspen- Maroon Creek Multi-Use Trail Project #2022-234 THE CONSTRUCTION MANAGER:OWNER’S REPRESENTATIVE: … Phil Vaughan Construction Management, Inc. 1038 County Road 323 Rifle, CO 81650 … City of Aspen 427 Rio Grande Place Aspen, CO 81611 THE ARCHITECT: THE ENGINEER: (Name, legal status, and address) Otak 371 Centennial Parkway, Suite 210 Louisville, CO 80027 THE CONTRACTOR also referred to as Construction Manager/General Contractor: (Name, legal status, address, and other information) Gould Construction, Inc. P.O. Box 130 Glenwood Springs, CO 81602 PAGE 2 4 ARCHITECT AND CONSTRUCTION MANAGERENGINEER AND OWNER’S REPRESENTATIVE … 15 CLAIMS AND DISPUTES 16 OWNER’S SPECIFIC ADDITIONAL CONCERNS 17 WORKER WITHOUT AUTHORIZATION PAGE 3 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 2 § 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, 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. Engineer. 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 or proposal 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 Engineer or the Architect’s Engineer’s consultants, (2) between the Owner and the Construction Manager or the Construction Manager’s Owner’s Representative or the Owner’s Representative’s consultants, (3) between the Owner and the Architect Engineer or the Architect’s Engineer’s consultants, (4) between the Contractor and the Construction Manager or the Construction Manager’s Owner’s Representative or the Owner’s Representative’s consultants, (5) between the Owner and a Subcontractor or Sub-subcontractor (6) between the Construction Manager Owner’s Representative and the Architect, Engineer, or (7) between any persons or entities other than the Owner and Contractor. The Construction Manager and Architect Owner’s Representative and Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of their duties. … § 1.1.5 Contractors. Contractors are persons or entities, other than the Contractor or Separate Contractors, who perform Work under contracts with the Owner that are administered by the Architect and Construction Manager. Engineer and Owner’s Representative. § 1.1.6 Separate Contractors. Separate Contractors are persons or entities who perform construction under separate contracts with the Owner not administered by the Architect and Construction Manager.Engineer and Owner’s Representative. … § 1.1.9 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect Engineer and the Architect’s Engineer’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. PAGE 4 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.Engineers. … § 1.5.1 The Architect Engineer and the Architect’s Engineer’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and retain all common law, statutory, and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, sub-subcontractors, and 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 the Project is not to be construed as publication in derogation of the Architect’s or Architect’s Engineer’s or Engineer’s consultants’ reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub-subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to any protocols established pursuant to Sections 1.7 and 1.8, solely DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 3 and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, Engineer, and the Architect’s Engineer’s consultants. PAGE 5 § 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. Except as otherwise provided in Section 4.2.1, the Construction Manager Owner’s Representative and the Architect Engineer do not have such authority. The term "Owner" means the Owner or the Owner’s authorized representative. Project Manager. … § 2.3.1 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. Unless otherwise provided under the Contract Documents, the Owner, assisted by the Construction Manager, Owner’s Representative, shall secure and pay for the building permit. § 2.3.2 The Owner shall retain an architect Engineer lawfully licensed to practice architecture, Engineering, or an entity lawfully practicing architecture, Engineering, in the jurisdiction where the Project is located. That person or entity is identified as the Architect Engineer in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 The Owner shall retain a construction manager Owner’s Representative adviser lawfully practicing construction management in the jurisdiction where the Project is located. That person or entity is identified as the Construction Manager Owner’s Representative in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.4 If the employment of the Construction Manager or Architect Owner’s Representative or Engineer terminates, the Owner shall employ a successor construction manager or architect Owner’s Representative or Engineer to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Construction Manager or Architect, Owner’s Representative or Engineer, respectively. PAGE 6 § 2.3.8 The Owner shall forward all communications to the Contractor through the Construction Manager. Owner’s Representative. Other communication shall be made as set forth in Section 4.2.6. … 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 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 default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to review by the Construction Manager Owner’s Representative and prior approval of the Architect, and the Construction Manager or Architect Engineer, and the Owner’s Representative or Engineer may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Construction Manager’s and Architect’s Owner’s Representative’s and Engineer’s and their respective consultants’ additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, Engineer, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. PAGE 7 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 4 § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Construction Manager or Architect Owner’s Representative or Engineer in their administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. … § 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 furnished by the Owner pursuant to Section 2.3.5, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose 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 Construction Manager and Architect Owner’s Representative and Engineer any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Construction Manager Owner’s Representative in such form as the Construction Manager and Architect Owner’s Representative and Engineer may require. 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 to the Construction Manager and Architect Owner’s Representative and Engineer any nonconformity discovered by or made known to the Contractor as a request for information submitted to Construction Manager Owner’s Representative in such form as the Construction Manager and Architect Owner’s Representative and Engineer may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect Engineer issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit 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, subject to section 15.1.7, as would have been 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 Engineer 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 nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. … § 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. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be 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 notice to the Owner, the Construction Manager, Owner’s Representative, and the Architect, Engineer, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect Engineer shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. The Construction Manager Owner’s Representative shall review the proposed alternative for sequencing, constructability, and coordination impacts on the other Contractors. Unless the Architect Engineer or the Construction Manager Owner’s Representative objects to the Contractor’s proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. PAGE 8 § 3.4.2 Except in the case of minor changes in the Work approved by the Architect Engineer in accordance with Section 3.12.8 or ordered by the Architect Engineer in accordance with Section 7.4, the Contractor may make DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 5 substitutions only with the consent of the Owner, after evaluation by the Architect, Engineer, in consultation with the Construction Manager, Owner’s Representative, and in accordance with a Change Order or Construction Change Directive. … § 3.5.1 The Contractor warrants to the Owner, Construction Manager, and Architect Owner’s Representative, and Engineer that materials and equipment furnished 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 Construction Manager or Architect, Owner’s Representative or Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. … The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect.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. … § 3.7.1 Unless otherwise provided in the Contract Documents, the Owner, assisted by the Construction Manager, Owner’s Representative, shall secure and pay for the building permit. The Contractor shall secure and pay 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. PAGE 9 § 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 Documents, the Contractor shall promptly provide notice to the Owner, Construction Manager, Owner’s Representative, and the Architect Engineer before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Architect and Construction Manager Engineer and Owner’s Representative will promptly investigate such conditions and, if the Architect, Engineer, in consultation with the Construction Manager, Owner’s Representative, 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 that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Architect, Engineer, in consultation with the Construction Manager, Owner’s Representative, 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 Engineer shall promptly notify the Owner, Construction Manager, Owner’s Representative, and Contractor, stating the reasons. If the Owner or Contractor disputes the Architect’s Engineer’s determination or recommendation, either party may submit a Claim 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. Owner’s Representative, and Engineer. 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 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 6 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. … § 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. 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 notify the Owner and Architect, Engineer, through the Construction Manager, Owner’s Representative, of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Construction Manager Owner’s Representative may notify the Contractor, stating whether the Owner, the Construction Manager, Owner’s Representative, or the Architect Engineer (1) has reasonable objection to the proposed superintendent or (2) require additional time for review. Failure of the Construction Manager Owner’s Representative to provide notice 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, Construction Manager, or Architect Owner’s Representative, or Engineer 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). PAGE 10 § 3.10.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner’s and Architect’s Engineer’s information, and the Construction Manager’s Owner’s Representative’s use in developing the Project schedule, a Contractor’s construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. The Contractor shall cooperate with the Construction Manager Owner’s Representative in scheduling and performing the Contractor’s Work to avoid conflict with, and as to cause no delay in, the work or activities of other Contractors, or the construction or operations of the Owner’s own forces or Separate Contractors. § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Construction Manager’s and Architect’s approval. The Architect and Construction Manager’s Owner’s Representative’s and Engineer’s approval. The Engineer and Owner’s Representative’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Construction Manager and Architect Owner’s Representative and Engineer reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall participate with other Contractors, the Construction Manager, Owner’s Representative, and the Owner in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Construction Manager. Owner’s Representative. The Contractor shall make revisions to the construction schedule and submittal schedule as deemed necessary by the Construction Manager Owner’s Representative to conform to the Project schedule. § 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 and sequence for each work activity and dependency of the work activity on other work activities will be generated by the Contractor. The Construction Schedule is to be used, among other functions, to provide a comprehensive planning tool for DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 7 completion of both the Work and the Project. The Contractor will provide regular schedule updates issued in .pdf and native Microsoft Project file formats. The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner, Construction Manager, and Architect, Owner’s Representative, and Engineer, and incorporated into the approved Project schedule. § 3.10.5 The Contractor shall cooperate with the Owner’s Representative as Adviser 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. § 3.10.6 The Contractor shall produce a short interval schedule (5 week look-ahead) on major weekly work activities. At each weekly job meeting this schedule will be reviewed by the Contractor with all affected Subcontractors and the Owner’s Representative. § 3.10.7 Delivery and Storage. The Contractor shall exercise due diligence in ensuring that all equipment, material, and supplies are delivered in advance of the date they are required on the project. … The Contractor shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Construction Manager, Architect, Owner’s Representative, Engineer, and Owner, and delivered to the Construction Manager Owner’s Representative for submittal to the Owner upon completion of the Work as a record of the Work as constructed. PAGE 11 § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how 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 and Construction Manager Engineer and Owner’s Representative is subject to the limitations of Sections 4.2.10 through 4.2.12. Informational submittals upon which the Construction Manager and Architect Owner’s Representative and Engineer are not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Construction Manager or Architect Owner’s Representative or Engineer without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Construction Manager, Owner’s Representative, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the Project submittal schedule approved by the Construction Manager and Architect Owner’s Representative and Engineer or, in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of other Contractors, Separate Contractors, or the Owner’s own forces. The Contractor shall cooperate with the Construction Manager Owner’s Representative in the coordination of the Contractor’s Shop Drawings, Product Data, Samples, and similar submittals with related documents submitted by other Contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner, Construction Manager, and Architect, Owner’s Representative, and Engineer, 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 reviewed and approved by the Architect.Engineer. § 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 the requirements of the Contract Documents by the Architect’s Engineer’s approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 8 Construction Manager and Architect Owner’s Representative and Engineer of such deviation at the time of submittal and (1) the Architect Engineer 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 Engineer’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 Construction Manager and Architect Owner’s Representative and Engineer on previous submittals. In the absence of such notice, the Architect’s Engineer’s approval of a resubmission shall not apply to such revisions. PAGE 12 § 3.12.10.1 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 Owner and the Architect Engineer will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately 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. Engineer. The Owner, the Architect, Engineer, and the Construction Manager Owner’s Representative shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect Engineer have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect Engineer will review and 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 Construction Manager Owner’s Representative shall review submittals for sequencing, constructability, and coordination impacts on other Contractors. § 3.12.10.2 If the Contract Documents require the Contractor’s design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Construction Manager and Architect Owner’s Representative and Engineer at the time and in the form specified by the Architect.Engineer. § 3.12.11 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 Engineer 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, Engineer and Owner’s Representative of these prior to commencing any work affected by the ambiguous dimensions. … § 3.13.2 The Contractor shall coordinate the Contractor’s operations with, and secure the approval of, the Construction Manager Owner’s Representative before using any portion of the site. § 3.13.3 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. § 3.13.4 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. § 3.13.5 The Owner shall be responsible for snow removal on public streets and trails. Contractor shall not be responsible for snow removal. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 9 § 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 all City of Aspen Construction Management Plan requirements including but not limited to, Dust Control, Erosion Control, traffic management, recycling, and mud mitigation and clean up, acoustic noise barriers, and Noise Control. § 3.13.7 Erosion Control: Contractor shall prepare and implement a Stormwater Management Plan in accordance with EPA’s National Pollutant Discharge Elimination System (NPDES) General Permit for stormwater discharges from Large and Small Construction Activities. 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 and to existing businesses, residences, public facilities, accessways and buildings as defined in the drawings and Project Schedule. § 3.13.10 The Contractor shall provide all necessary sanitary facilities for its own forces during construction. § 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 Owner, Engineer and Owner’s Representative in writing immediately upon completion of this marking. The City of Aspen Parks and Open Space Department will then give permission for removal in writing to the Contractor. Plantings, shrubs, and trees shall not be removed or damaged without such permission. § 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. § 3.13.14 The Contractor shall notify all public utility companies a minimum of three (3) 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 Engineer 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 Engineer, the Owner’s Representative, 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. PAGE 13 § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner, Separate Contractors, or of other Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner, Separate Contractors, or by other Contractors except with written consent of the Construction Manager, Owner’s Representative, Owner, and such other Contractors or Separate Contractors. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Separate Contractors, other Contractors, or the Owner, its consent to cutting or otherwise altering the Work. … § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner, or Construction Manager Owner’s Representative with the Owner’s approval, may do so and the Owner shall be entitled to reimbursement from the Contractor. PAGE 14 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 10 The Contractor shall provide the Owner, Construction Manager, and Architect Owner’s Representative, and Engineer with access to the Work in preparation and progress wherever located. … The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner, Construction Manager, and Architect Owner’s Representative, and Engineer harmless from loss on account thereof, but shall not be responsible for 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, Architect, or Construction Manager. Engineer, or Owner’s Representative. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect Engineer through the Construction Manager.Owner’s Representative. … § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Construction Manager, Architect, Construction Manager’s and Architect’s Owner’s Representative, Engineer, Owner’s Representative’s and Engineer’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees and expert witness fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. In the event Contractor is liable for all or any portion of any claim, damages, losses or expenses, Contractor shall reimburse Owner for its reasonable attorney’s fees, expert witness fees, and costs that are attributable to Contractor’s pro rata share of liability. … ARTICLE 4 ARCHITECT AND CONSTRUCTION MANAGER ARTICLE 4 ENGINEER AND OWNER’S REPRESENTATIVE § 4.1.1 The Architect Engineer is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 The Construction Manager Owner’s Representative is the person or entity retained by the Owner pursuant to Section 2.3.3 and identified as such in the Agreement. § 4.1.3 Duties, responsibilities, and limitations of authority of the Construction Manager and Architect Owner’s Representative and Engineer as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Construction Manager, Architect, Owner’s Representative, Engineer, and Contractor. Consent shall not be unreasonably withheld. … § 4.2.1 The Construction Manager and Architect Owner’s Representative and Engineer will provide administration of the Contract as described in the Contract Documents and will be the Owner’s representatives during construction until the date the Architect Engineer issues the final Certificate for Payment. The Construction Manager and Architect Owner’s Representative and Engineer will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect Engineer 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 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 11 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 Engineer will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect Engineer will keep the Owner and the Construction Manager Owner’s Representative reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner and Construction Manager Owner’s Representative known deviations from the Contract Documents and defects and deficiencies observed in the Work. § 4.2.3 The Construction Manager shall provide one or more representatives who Owner’s Representative shall provide one representative during the Construction Phase. The representative shall be in attendance at the Project site whenever the Work is being performed. The Construction Manager when deemed necessary by the Owner. The staffing requirement shall not be construed as continuous on-site staffing during the Construction Phase. The Owner’s Representative will determine in general if the Work observed is being performed in accordance with the Contract Documents, will keep the Owner and Architect Engineer reasonably informed of the progress of the Work, and will promptly report to the Owner and Architect Engineer known deviations from the Contract Documents and the most recent Project schedule, and defects and deficiencies observed in the Work. § 4.2.4 The Construction Manager Owner’s Representative will schedule and coordinate the activities of the Contractor and other Contractors in accordance with the latest approved Project schedule. § 4.2.5 The Construction Manager, Owner’s Representative, except to the extent required by Section 4.2.4, and Architect Engineer 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 under the Contract Documents, and neither will be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. Neither the Construction Manager Owner’s Representative nor the Architect Engineer will have control over or charge of, or be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 4.2.5.1 The Owner’s Representative will not be responsible or liable for the acts or omissions of the Engineer, Contractor, or any Subcontractor, or any of their agents or employees, or any other person performing any of the Work. § 4.2.5.2 The Owner’s Representative shall schedule and conduct job meetings to be attended by the Contractor and representatives of the Owner and Engineer to discuss such matters as procedures, progress, problems and scheduling. Owner’s Representative shall prepare and distribute minutes of such meetings. § 4.2.6 Communications. The Owner shall communicate with the Contractor and the Construction Manager’s Owner’s Representative’s consultants through the Construction Manager Owner’s Representative about matters arising out of or relating to the Contract Documents. The Owner and Construction Manager Owner’s Representative shall include the Architect Engineer in all communications that relate to or affect the Architect’s Engineer’s services or professional responsibilities. The Owner shall promptly notify the Architect Engineer of the substance of any direct communications between the Owner and the Construction Manager Owner’s Representative otherwise relating to the Project. Communications by and with the Architect’s Engineer’s consultants shall be through the Architect. Engineer. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with other Contractors shall be through the Construction Manager. Owner’s Representative. Communications by and with the Owner’s own forces and Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. § 4.2.7 The Construction Manager and Architect Owner’s Representative and Engineer will review and certify all Applications for Payment by the Contractor, in accordance with the provisions of Article 9. § 4.2.8 The Architect and Construction Manager Engineer and Owner’s Representative have authority to reject Work that does not conform to the Contract Documents, and will notify each other about the rejection. Whenever the Construction Manager Owner’s Representative considers it necessary or advisable, the Construction Manager Owner’s Representative will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, upon written authorization of the Owner, whether or not the Work is fabricated, installed or DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 12 completed. The foregoing authority of the Construction Manager Owner’s Representative will be subject to the provisions of Sections 4.2.18 through 4.2.20 inclusive, with respect to interpretations and decisions of the Architect. Engineer. However, neither the Architect’s Engineer’s nor the Construction Manager’s Owner’s Representative’s authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect Engineer or the Construction Manager Owner’s Representative to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons performing any of the Work. § 4.2.9 Utilizing the submittal schedule provided by the Contractor, the Construction Manager Owner’s Representative shall prepare, and revise as necessary, a Project submittal schedule incorporating information from other Contractors, the Owner, Owner’s consultants, Owner’s Separate Contractors and vendors, governmental agencies, and participants in the Project under the management of the Construction Manager. Owner’s Representative. The Project submittal schedule and any revisions shall be submitted to the Architect Engineer for approval. § 4.2.10 The Construction Manager Owner’s Representative will receive and promptly review for conformance with the submittal requirements of the Contract Documents, all submittals from the Contractor such as Shop Drawings, Product Data, and Samples. Where there are other Contractors, the Construction Manager Owner’s Representative will also check and coordinate the information contained within each submittal received from the Contractor and other Contractors, and transmit to the Architect Engineer those recommended for approval. By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Construction Manager Owner’s Representative represents to the Owner and Architect Engineer that the Construction Manager Owner’s Representative has reviewed and recommended them for approval. The Construction Manager’s Owner’s Representative’s actions will be taken in accordance with the Project submittal schedule approved by the Architect Engineer or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review by the Architect.Engineer. § 4.2.11 The Architect Engineer 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 Engineer’s action will be taken in accordance with the submittal schedule approved by the Architect Engineer or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s Engineer’s professional judgment to permit adequate review. Upon the Architect’s Engineer’s completed review, the Architect Engineer shall transmit its submittal review to the Construction Manager.Owner’s Representative. § 4.2.12 Review of the Contractor’s submittals by the Construction Manager and Architect Owner’s Representative and Engineer 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 Construction Manager and Architect’s Owner’s Representative and Engineer’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 Construction Manager and Architect’s Owner’s Representative and Engineer’s review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect’s Engineer’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.13 The Construction Manager will prepare Change Orders and Construction Change Directives.Contractor shall prepare Proposed Change Orders (PCO’s) which will be reviewed and recommended by the Owner’s Representative and the Engineer prior to submission to the Owner for acceptance. § 4.2.14 The Construction Manager Owner’s Representative and the Architect Engineer will take appropriate action on Change Orders or Construction Change Directives in accordance with Article 7, and the Architect Engineer will have authority to order minor changes in the Work as provided in Section 7.4. The Architect, Engineer, in consultation with the Construction Manager, Owner’s Representative, will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.15 Utilizing the documents provided by the Contractor, the Construction Manager Owner’s Representative will maintain at the site for the Owner one copy of all Contract Documents, approved Shop Drawings, Product Data, DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 13 Samples, and similar required submittals, in good order and marked currently to record all changes and selections made during construction. These will be available to the Architect Engineer and the Contractor, and will be delivered to the Owner upon completion of the Project. § 4.2.16 The Construction Manager Owner’s Representative will assist the Architect Engineer in conducting inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in conjunction with the Architect Engineer pursuant to Section 9.8; and receive and forward to the Owner written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10. The Construction Manager Owner’s Representative will forward to the Architect Engineer a final Application and Certificate for Payment or final Project Application and Project Certificate for Payment upon the Contractor’s compliance with the requirements of the Contract Documents. § 4.2.17 If the Owner and Architect Engineer agree, the Architect Engineer will provide one or more Project representatives to assist in carrying out the Architect’s Engineer’s responsibilities at the site. The Owner shall notify the Construction Manager Owner’s Representative of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.18 The Architect Engineer will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Construction Manager, Owner’s Representative, Owner, or Contractor through the Construction Manager. The Architect’s Owner’s Representative. The Engineer’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.19 Interpretations and decisions of the Architect Engineer 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 making such interpretations and decisions, the Architect Engineer 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 so rendered in good faith. § 4.2.20 The Architect’s Engineer’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.21 The Construction Manager Owner’s Representative will receive and review requests for information from the Contractor, and forward each request for information to the Architect, Engineer, with the Construction Manager’s Owner’s Representative’s recommendation. The Architect Engineer will review and respond in writing, through the Construction Manager, Owner’s Representative, to requests for information about the Contract Documents. The Construction Manager’s Owner’s Representative’s recommendation and the Architect’s Engineer’s response to each request will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect Engineer will prepare and issue supplemental Drawings and Specifications in response to the requests for information. PAGE 17 § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Construction Manager, Owner’s Representative, for review by the Owner, Construction Manager and Architect, Owner’s Representative and Engineer, of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Construction Manager Owner’s Representative may notify the Contractor whether the Owner, the Construction Manager Owner’s Representative or the Architect Engineer (1) has reasonable objection to any such proposed person or entity or, (2) requires additional time for review. Failure of the Construction Manager Owner’s Representative to provide notice 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 Owner, Construction Manager or Architect Owner’s Representative or Engineer 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 Owner, Construction Manager or Architect Owner’s Representative or Engineer has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner, DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 14 Construction Manager or Architect Owner’s Representative or Engineer 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 for one previously selected if the Owner, Construction Manager or Architect Owner’s Representative or Engineer makes reasonable objection to such substitution. PAGE 18 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, that the Contractor, by these Contract Documents, assumes toward the Owner, Construction Manager and Architect. Owner’s Representative and Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner, Construction Manager and Architect Owner’s Representative and Engineer 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. Where appropriate, 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. … § 6.2.1 The Contractor shall afford the Owner’s own forces, Separate Contractors, Construction Manager Owner’s Representative and other 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. § 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner’s own forces, Separate Contractors or other Contractors, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Construction Manager and Architect Owner’s Representative and Engineer of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor or other Contractors that would render it unsuitable for proper execution and results of the Contractor’s Work. Failure of the Contractor to notify the Construction Manager Owner’s Representative and the Architect Engineer of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner’s or Separate Contractor’s or other Contractors’ completed or partially completed construction is fit and proper to receive the Contractor’s Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractors or other Contractors that are not apparent. PAGE 19 If a dispute arises among the Contractor, Separate Contractors, other 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, Owner’s Representative, with notice to the Architect, Engineer, will allocate the cost among those responsible. … § 7.1.2 A Change Order shall be based upon agreement among the Owner, Construction Manager, Architect and Contractor. A Construction Change Directive requires agreement by the Owner, Construction Manager and Architect DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 15 and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone.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 Guaranteed Maximum Price 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. … 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, Fifteen percent (15%) of the cost. .2 For the Contractor, for Work performed by the Contractor’s Subcontractor, Fifteen percent (15%) of the cost. .3 For each Subcontractor or Sub-subcontractor involved, for Work performed by that Subcontractor or Sub-subcontractor’s own forces, percent (?%) (To be determined at GMP) of the cost. .4 For each Subcontractor, for Work performed by the Subcontractor’s Sub-subcontractors, ? percent (?%) (To be determined at GMP) 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 7.3.4. § 7.1.4 Each Change Order request, Construction Change Directive price, or claim submitted by the Contractor shall be accompanied by a complete itemization and quantification of costs including unit rates, labor costs, materials, quantities, subcontracts and markups. Subcontract pricing shall also be itemized and quantified. § 7.1.5 A Change Order shall be based upon agreement among the Owner, Owner’s Representative, Contractor, and Engineer; a Construction Change Directive requires agreement by the Owner Owner’s Representative and Engineer and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Engineer alone. § 7.1.6 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. A Change Order is a written instrument prepared by the Construction Manager Owner’s Representative and signed by the Owner, Construction Manager, Architect, Owner’s Representative, Engineer, and Contractor, stating their agreement upon all of the following: PAGE 20 .3 The extent of the adjustment, if any, in the Contract Time. § 7.2.1 Notwithstanding anything in the Contract Documents to the contrary, Amendments, Construction Change Directives, or Change Orders shall not be binding on the Owner without an authorized signature in accordance with the City of Aspen Procurement Code. … § 7.3.1 A Construction Change Directive is a written order prepared by the Construction Manager Owner’s Representative and signed by the Owner, Construction Manager and Architect, Owner’s Representative and Engineer, 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. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 16 … § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Construction Manager Owner’s Representative shall determine 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, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Construction Manager Owner’s Representative may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers’ compensation insurance, and other employee costs approved by the Construction Manager and Architect;Owner’s Representative and Engineer; PAGE 21 § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Construction Manager Owner’s Representative of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. … § 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 and Architect. Owner’s Representative and Engineer. 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 Construction Manager and Architect Owner’s Representative and Engineer will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Construction Manager and Architect Owner’s Representative and Engineer determine to be reasonably justified. The 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 Construction Manager and Architect Owner’s Representative and Engineer concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Construction Manager Owner’s Representative shall prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. … The Architect Engineer may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect’s Engineer’s order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Construction Manager Owner’s Representative and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect’s Engineer’s order for a minor change without prior notice to the Construction Manager Owner’s Representative that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. PAGE 22 § 8.1.3 The date of Substantial Completion is the date certified by the Architect Engineer in accordance with Section 9.8. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 17 … § 8.2.3 The Contractor shall begin the Work within seven (7) days of the date of commencement in the Notice to Proceed. The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion and Final Completion within the Contract Time. § 8.2.4 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, Engineer or Owner’s Representative, or any of their employees, the Owner shall have the right to impose any or all of the following options: § 8.2.4.1 Require the Contractor to prepare a Recovery Plan to get back on schedule within ten (10) days. § 8.2.4.2 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 Owner’s Representative may require the Contractor to take any of the actions set forth below and its subsections without additional cost to the Owner, Owner’s Representative, or Engineer to makeup the lag in scheduled progress. § 8.2.4.3 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 . § 8.2.4.4 Withhold progress payment in accordance with Section 9.5.1. § 8.2.4.5 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. § 8.2.4.6 Failure of the Contractor to substantially comply with the requirements of Section 8.2 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. … § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner, Architect, Construction Manager, Engineer, Owner’s Representative, or an employee of any of them, or of the Owner’s own forces, Separate Contractors, or other Contractors; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor’s control; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Contractor asserts and the Architect, Engineer, based on the recommendation of the Construction Manager, Owner’s Representative, determines justify delay, then the Contract Time shall be extended for such reasonable time as the Architect Engineer may determine. PAGE 23 Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the Construction Manager, Owner’s Representative, before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Construction Manager Owner’s Representative and the Architect. Engineer. This schedule, unless objected to by the Construction Manager or Architect, Owner’s Representative or Engineer, shall be used as a basis for reviewing the Contractor’s Applications for Payment. The Construction Manager Owner’s Representative shall forward to the Architect Engineer the Contractor’s schedule of values. Any changes to the schedule of values shall be submitted to the Construction Manager Owner’s Representative and supported by such data to substantiate its accuracy as the Construction Manager Owner’s Representative and the Architect Engineer may require, and unless objected to by the Construction Manager Owner’s Representative or the Architect, Engineer, shall be used as a basis for reviewing the Contractor’s subsequent DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 18 Applications for Payment. The Schedule of Values shall include a separate line item for monthly updating of the As-Built Record Drawings in electronic format. … § 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shall submit to the Construction Manager Owner’s Representative an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor’s right to payment that the Owner, Construction Manager or Architect Owner’s Representative or Engineer require, such as copies of requisitions, and releases of waivers of lien from Subcontractors and suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 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 Construction Manager and Architect, Owner’s Representative and Engineer, but not yet included in Change Orders. … § 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 materials and equipment or otherwise protect the Owner’s interest, and stored materials and equipment , which must be properly labeled with the Project, must be available for inspection by the Engineer and Owner’s Representative, 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 noting the Owner and Contractor as an Additional Insured. The Application for Payment 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 Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that 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. PAGE 24 § 9.4.1 Where there is only one Contractor, the Construction Manager Owner’s Representative will, within seven days after the Construction Manager’s Owner’s Representative’s receipt of the Contractor’s Application for Payment, review the Application, certify the amount the Construction Manager Owner’s Representative determines is due the Contractor, and forward the Contractor’s Application and Certificate for Payment to the Architect. Engineer. Within seven days after the Architect Engineer receives the Contractor’s Application for Payment from the Construction Manager, the Architect Owner’s Representative, the Engineer will either (1) issue to the Owner a Certificate for Payment, in the full amount of the Application for Payment, with a copy to the Construction Manager; Owner’s Representative; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect Engineer determines is properly due, and notify the Construction Manager Owner’s Representative and Owner of the Architect’s Engineer’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Construction Manager Owner’s Representative and Owner of the Architect’s Engineer’s reason for withholding certification in whole as provided in Section 9.5.1. The Construction Manager Owner’s Representative will promptly forward to the Contractor the Architect’s Engineer’s notice of withholding certification. § 9.4.2 Where there is more than one Contractor performing portions of the Project, the Construction Manager Owner’s Representative will, within seven days after the Construction Manager Owner’s Representative receives all DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 19 of the Contractors’ Applications for Payment: (1) review the Applications and certify the amount the Construction Manager Owner’s Representative determines is due each of the Contractors; (2) prepare a Summary of Contractors’ Applications for Payment by combining information from each Contractor’s application with information from similar applications for progress payments from the other Contractors; (3) prepare a Project Application and Certificate for Payment; (4) certify the amount the Construction Manager Owner’s Representative determines is due all Contractors; and (5) forward the Summary of Contractors’ Applications for Payment and Project Application and Certificate for Payment to the Architect.Engineer. § 9.4.2.1 Within seven days after the Architect Engineer receives the Project Application and Project Certificate for Payment and the Summary of Contractors’ Applications for Payment from the Construction Manager, the Architect Owner’s Representative, the Engineer will either (1) issue to the Owner a Project Certificate for Payment, with a copy to the Construction Manager; Owner’s Representative; or (2) issue to the Owner a Project Certificate for Payment for such amount as the Architect Engineer determines is properly due, and notify the Construction Manager Owner’s Representative and Owner of the Architect’s Engineer’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Project Application for Payment, and notify the Construction Manager Owner’s Representative and Owner of the Architect’s Engineer’s reason for withholding certification in whole as provided in Section 9.5.1. The Construction Manager Owner’s Representative will promptly forward the Architect’s Engineer’s notice of withholding certification to the Contractors. § 9.4.3 The Construction Manager’s Owner’s Representative’s certification of an Application for Payment or, in the case of more than one Contractor, a Project Application and Certificate for Payment, shall be based upon the Construction Manager’s Owner’s Representative’s evaluation of the Work and the data in the Application or Applications for Payment. The Construction Manager’s Owner’s Representative’s certification will constitute a representation that, to the best of the Construction Manager’s Owner’s Representative’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.4 The Architect’s Engineer’s issuance of a Certificate for Payment or, in the case of more than one Contractor, Project Application and Certificate for Payment, shall be based upon the Architect’s Engineer’s evaluation of the Work, the recommendation of the Construction Manager, Owner’s Representative, and data in the Application for Payment or Project Application for Payment. The Architect’s Engineer’s certification will constitute a representation that, to the best of the Architect’s Engineer’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.5 The representations made pursuant to Sections 9.4.3 and 9.4.4 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 or Architect.Owner’s Representative or Engineer. § 9.4.6 The issuance of a Certificate for Payment or a Project Certificate for Payment will not be a representation that the Construction Manager or Architect Owner’s Representative or Engineer 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 suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.4.7 Retainage of five percent (5%) will be withheld as detailed in the AIA Document A132-2019 Section 5.1.7 Retainage. PAGE 25 § 9.5.1 The Construction Manager or Architect Owner’s Representative or Engineer may withhold a Certificate for Payment or Project Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Construction Manager’s or Architect’s Owner’s Representative’s or Engineer’s opinion the representations to the Owner required by Section 9.4.3 and 9.4.4 cannot be made. If the Construction Manager or Architect Owner’s Representative or Engineer is unable to certify payment in the amount of the Application, the Construction Manager Owner’s Representative will notify the Contractor and Owner as provided in Section 9.4.1 and DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 20 9.4.2. If the Contractor, Construction Manager and Architect Owner’s Representative and Engineer cannot agree on a revised amount, the Architect Engineer will promptly issue a Certificate for Payment or a Project Certificate for Payment for the amount for which the Architect Engineer is able to make such representations to the Owner. The Construction Manager or Architect Owner’s Representative or Engineer 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 or Project Certificate for Payment previously issued, to such extent as may be necessary in the Construction Manager’s or Architect’s Owner’s Representative’s or Engineer’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from the acts and omissions described in Section 3.3.2 because of … § 9.5.2 When either party disputes the Architect’s Engineer’s decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. In the event the Engineer 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. § 9.5.4 If the Architect or Construction Manager Engineer or Owner’s Representative withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier 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 Engineer and the Construction Manager, Owner’s Representative, and both will reflect such payment on the next Certificate for Payment. § 9.5.5 The Contractor shall not stop work or terminate the Contract if the Engineer should refuse to issue certification under Section 9.5 or its subsections or any other portion of the General Conditions as supplemented herein. … § 9.6.1 After the Architect Engineer has issued a Certificate for Payment or Project 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 Construction Manager and Architect.Owner’s Representative and Engineer. PAGE 26 § 9.6.3 The Construction Manager Owner’s Representative 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 Owner, Construction Manager and Architect Owner’s Representative and Engineer on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner, Construction Manager nor Architect Owner’s Representative nor Engineer shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. … If the Construction Manager and Architect Owner’s Representative and Engineer do not issue a Certificate for Payment or a Project Certificate for Payment, through no fault of the Contractor, within fourteen days after the Construction Manager’s Owner’s Representative’s 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 Construction Manager and Architect Owner’s Representative and Engineer or awarded by binding DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 21 dispute resolution, then the Contractor may, upon seven additional days’ notice to the Owner, Construction Manager and Architect, Owner’s Representative and Engineer, 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 shutdown, delay and start-up, plus interest as provided for in the Contract Documents. … § 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 notify the Construction Manager, Owner’s Representative, and the Contractor and Construction Manager Owner’s Representative shall jointly prepare and submit to the Architect Engineer 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 list, the Architect, Engineer, assisted by the Construction Manager, Owner’s Representative, will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s Engineer’s inspection discloses any item, whether or not included on the 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. Engineer. In such case, the Contractor shall then submit a request for another inspection by the Architect, Engineer, assisted by the Construction Manager, Owner’s Representative, to determine Substantial Completion. § 9.8.4 When the Architect, Engineer, assisted by the Construction Manager, Owner’s Representative, determines that the Work of all of the Contractors, or designated portion thereof, is substantially complete, the Construction Manager Owner’s Representative will prepare, and the Construction Manager and Architect Owner’s Representative and Engineer shall execute, a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and 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 the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the 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. § 9.8.6 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. § 9.8.7 The Contractor shall furnish the Owner "As-built Record Drawings" on a USB drive in .pdf format. The Engineer 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 Microsoft Word 2016 or later. The Contractor shall furnish the Owner "As-built Record Drawings" on USB drive at Final Completion. PAGE 27 § 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 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 and Construction Manager Owner’s Representative shall jointly prepare and submit a list to the Architect Engineer as provided under Section 9.8.2. Consent of the Contractor to DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 22 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 Engineer after consultation with the Construction Manager.Owner’s Representative. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Construction Manager, Owner’s Representative, Contractor, and Architect Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. … § 9.10.1 Upon completion of the Work, the Contractor shall forward to the Construction Manager Owner’s Representative a notice that the Work is ready for final inspection and acceptance, and shall also forward to the Construction Manager Owner’s Representative a final Contractor’s Application for Payment. Upon receipt, the Construction Manager Owner’s Representative shall perform an inspection to confirm the completion of Work of the Contractor. The Construction Manager Owner’s Representative shall make recommendations to the Architect Engineer when the Work of all of the Contractors is ready for final inspection, and shall then forward the Contractors’ notices and Application for Payment or Project Application for Payment, to the Architect, Engineer, who will promptly make such inspection. When the Architect Engineer finds the Work acceptable under the Contract Documents and the Contract fully performed, the Construction Manager and Architect Owner’s Representative and Engineer will promptly issue a final Certificate for Payment or Project Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their on-site visits and inspections, the Work has been completed in accordance with 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 Construction Manager’s and Architect’s Owner’s Representative’s and Engineer’s final Certificate for Payment or Project 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 Engineer through the Construction Manager Owner’s Representative (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, (3) a written statement that the Contractor knows of no 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 (5) documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, 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 and Architect Owner’s Representative and Engineer so confirm, the Owner shall, upon application by the Contractor and certification by the Construction Manager and Architect, Owner’s Representative and Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, 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 the 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 Engineer through the Construction Manager Owner’s Representative 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. PAGE 28 The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall submit the Contractor’s safety program to the DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 23 Construction Manager Owner’s Representative for review and coordination with the safety programs of other Contractors. The Construction Manager’s Owner’s Representative’s responsibilities for review and coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager.Owner’s Representative. PAGE 29 § 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, 10.2.1.3 and 10.2.1.4 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, 10.2.1.3 and 10.2.1.4. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner, Construction Manager or Architect Owner’s Representative or Engineer or anyone directly or indirectly employed by any of them, or by anyone for whose acts any 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, Construction Manager and Architect.Owner’s Representative and Engineer. … § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. 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 notify the Owner, Construction Manager and Architect Owner’s Representative and Engineer of the condition. § 10.3.2 Upon receipt of the Contractor’s 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 furnish in writing to the Contractor, Construction Manager and Architect Owner’s Representative and Engineer the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor, the Construction Manager Owner’s Representative and the Architect Engineer will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Construction Manager or Architect Owner’s Representative or Engineer has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor, the Construction Manager Owner’s Representative and the Architect Engineer 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 by the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Construction Manager, Architect, Owner’s Representative, Engineer, their consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, 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), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. PAGE 30 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 24 § 11.1 Contractor’s Insurance and BondsContractor’s Insurance and Bonds- Refer to AIA Document A132-2019- Exhibit A- Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Owner, Construction Manager and Construction Manager’s consultants, and the Architect and Architect’s consultants, shall be named as additional insureds under the Contractor’s commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2 The Contractor shall provide surety bonds of the types, for such penal sums, and subject to such terms and conditions as required by the Contract Documents. The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.1.4 Notice of Cancellation or Expiration of Contractor’s Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice directly to the Owner, and separately to the Construction Manager, of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.2 Owner’s Insurance § 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Owner shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required property insurance, with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents, the Owner shall inform both the Contractor and the Construction Manager, separately and in writing, prior to commencement of the Work. Upon receipt of notice from the Owner, the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub-Subcontractors in the Work. When the failure to provide coverage has been cured or resolved, the Contract Sum and Contract Time shall be equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of the insurance shall be charged to the Owner by a Change Order. If the Owner does not provide written notice, and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance, the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. § 11.2.3 Notice of Cancellation or Expiration of Owner’s Required Property Insurance. Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents, the Owner shall provide notice directly to the Contractor, and separately to the Construction Manager, of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall be charged to the Owner by an appropriate Change DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 25 Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. § 11.3.1 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; (2) the Construction Manager and Construction Manager’s consultants; (3) the Architect and Architect’s Owner’s Representative and Owner’s Representative’s consultants; (3) the Engineer and Engineer’s consultants; (4) other Contractors and any of their subcontractors, sub-subcontractors, agents, and employees; and (5) Separate Contractors, 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 those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Construction Manager, Construction Manager’s consultants, Architect, Architect’s Owner’s Representative, Owner’s Representative’s consultants, Engineer, Engineer’s consultants, other Contractors, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. PAGE 31 The Owner, at the Owner’s option, may purchase and maintain insurance that will protect the Owner against loss of use of the Owner’s property, or the inability to conduct normal operations, due to fire or other causes of loss. The Owner waives all rights of action against the Contractor, Architect, and Construction Manager Engineer, and Owner’s Representative for loss of use of the Owner’s property, due to fire or other hazards however caused. … § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Construction Manager, Architect Owner’s Representative, Engineer and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Construction Manager, Architect Owner’s Representative, Engineer and Contractor shall make payments to their consultants and Subcontractors in similar manner. … § 12.1.1 If a portion of the Work is covered contrary to the Construction Manager’s or Architect’s Owner’s Representative’s or Engineer’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by either, be uncovered for their 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 Construction Manager or Architect Owner’s Representative or Engineer has not specifically requested to examine prior to its being covered, the Construction Manager or Architect Owner’s Representative or Engineer may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor’s expense. … The Contractor shall promptly correct Work rejected by the Construction Manager or Architect Owner’s Representative or Engineer or failing to conform to the requirements of the Contract Documents, discovered before 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 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 26 Construction Manager’s and Architect’s Owner’s Representative’s and Engineer’s services and expenses made necessary thereby, shall be at the Contractor’s expense. PAGE 32 § 12.2.2.1 In addition to the Contractor’s obligations under Section 3.5, if, within one year 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 any 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 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 one-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 and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, Construction Manager or Architect, Owner’s Representative or Engineer, the Owner may correct it in accordance with Section 2.5. § 12.2.2.1.1 Should the warranty issue involve a leak, water ingress, flooding, hazardous material, potential for increased damage to adjacent buildings, or adversely affect adjacent building occupants, the Contractor must begin to correct the issue immediately to prevent further damage and within 48 hours have rectified the problem, or have a clear work plan for the long term rectification of the issue to comply with the Contract Documents. The Contractor shall provide detailed documentation demonstrating repair or replacement of all warranty items. § 12.2.2.2 The one-year two-year (2 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. § 12.2.2.3 The one-year two-year (2 year) period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. … The Contract shall be governed by the law of the laws of the State of Colorado, and venue shall be in the County of Pitkin, State of Colorado. place where the Project is located excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4. § 13.1.1 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 427 Rio Grande Place Aspen, CO 81611 With a copy to: James R. True, Esq. City Attorney 427 Rio Grande Place Aspen, Colorado 81611 Contractor: Gould Construction, Inc. P.O. Box 130 DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 27 Glenwood Springs, CO 81602 Engineer: Otak 371 Centennial Parkway, Suite 210 Louisville, CO 80027 Owner’s Representative: Phil Vaughan Construction Management, Inc. Attn. Philip Vaughan- President 1038 County Road 323 Rifle, CO 81650 PAGE 33 § 13.3.2 No action or failure to act by the Owner, Construction Manager, Architect, Owner’s Representative, Engineer, 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 thereunder, except as may be specifically agreed upon in writing. § 13.3.3 Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101 et seq. PAGE 34 § 13.4.1 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 The Contractor shall schedule such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and contracted by the Owner. Owner shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Construction Manager and Architect Owner’s Representative and Engineer timely notice of when and where tests and inspections are to be made so that the Construction Manager and Architect Owner’s Representative and Engineer may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Construction Manager, Architect, Owner’s Representative, Engineer, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Construction Manager and Architect Owner’s Representative and Engineer will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Construction Manager and Architect Owner’s Representative and Engineer of when and where tests and inspections are to be made so that the Construction Manager and Architect Owner’s Representative and Engineer may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner’s expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Construction Manager’s and Architect’s Owner’s Representative’s and Engineer’s services and expenses, shall be at the Contractor’s expense. § 13.4.4 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 Construction Manager Owner’s Representative for transmittal to the Architect.Engineer. § 13.4.5 If the Construction Manager or Architect Owner’s Representative or Engineer is to observe tests, inspections, or approvals required by the Contract Documents, the Construction Manager or Architect Owner’s Representative or Engineer will do so promptly and, where practicable, at the normal place of testing. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 28 … Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.Interest on amounts ultimately determined to be due to a Contractor or the Owner shall be payable at the statutory rated applicable to judgments from the date the claim arose through the date of decision or judgement, whichever is later. Aspen Municipal Code 4.16.070. Interest. … .3 Because the Construction Manager Owner’s Representative has not certified or the Architect Engineer 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, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or PAGE 35 § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days’ notice to the Owner, Construction Manager and Architect, Owner’s Representative and Engineer, terminate the Contract and recover from the Owner payment for Work executed, as well as reasonable overhead and profit on Work not executed, and costs incurred by reason of such termination. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, or their agents or employees, or any other persons performing portions of the Work 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’ notice to the Owner, Construction Manager and Architect, Owner’s Representative and Engineer, terminate the Contract and recover from the Owner as provided in Section 14.1.3. … § 14.2.2 When any of the reasons described in Section 14.2.1 exist, after consultation with the Construction Manager, Owner’s Representative, and upon certification by the Architect Engineer that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ 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; … § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Construction Manager’s and Architect’s Owner’s Representative’s and Engineer’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall, upon application, be certified by the Initial Decision Maker after consultation with the Construction Manager, Owner’s Representative, and this obligation for payment shall survive termination of the Contract. PAGE 36 The Owner and Contractor shall commence all Claims and causes of action against the other and call 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, whether in contract, tort, breach of warranty or otherwise, Contract in accordance with the requirements of the binding final dispute resolution method selected in the Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. within the time period specified by applicable Colorado law. The Owner and Contractor waive all Claims claims and causes of action not commenced in accordance with this Section 15.1.2.Section 15.1.2. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 29 … § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Construction Manager and Architect, if the Architect Owner’s Representative and Engineer, if the Engineer is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 shall 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. … § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker’s decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect Engineer will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. PAGE 37 § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision. The Architect Owner’s Representative will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. 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. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a 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. … § 15.2.5 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, the Construction Manager, Owner’s Representative, and the Architect, Engineer, if the Architect Engineer is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. PAGE 38 § 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 15.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. Venue and jurisdiction for any suit brought to enforce the terms of this Agreement shall be in Pitkin County District Court, State of Colorado. … § 15.4 ArbitrationLITIGATION § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. The Arbitration shall be conducted in the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded.Litigation. This Contract, and all matters interpreting it and arising under it shall be enforced in, and all parties, do now submit to, the exclusive jurisdiction and venue of the District Court, City and County of Pitkin, State of Colorado, in the event of any litigation concerning this Contract, and regardless of DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 30 where this Contract may be executed. Each party consents to and agrees to file a general appearance in the event that it receives service of process. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.2 Jury Trial Waiver. To the fullest extent permitted by law, Owner and Contractor specifically waive any right to a trial by jury in any court with respect to any contractual, tortious or statutory claim, counterclaim or cross-claim against the other arising out of or connected in any way to the project or the Contract Documents. The complex commercial and professional aspects of the Contract make a jury determination neither desirable nor appropriate. Contractor shall include this provision in all of its subcontracts and purchase orders. § 15.4.3 Removal Waiver. To the fullest extent permitted by law, Owner and Contractor specifically waive any right to remove any action to United States District Court for the District of Colorado, regardless of the presence of diversity of citizenship among or between the parties. Contractor shall include this provision in all of its subcontracts and purchase orders. § 15.4.4 Attorneys Fees: In the event that either party brings legal action to enforce any provision of this Contract, the prevailing party shall be awarded all of its reasonable costs and expenses, including attorney’s fees, incurred by such party in connection with such action. Article 16 Owner’s Specific Additional 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. 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 Owner’s Representative. Article 17 Worker Without Authorization – §CRS 8-17.5-101 & §24-76.5-101 1. Purpose. During the 2021 Colorado legislative session, the Legislature passed House Bill 21-1075 that amended current CRS §8-17.5.102 (1), (2)(a), (2)(b) introductory portion, and (2)(b)(III) as it relates to the employment of and contracting with a "worker without authorization" which is defined as an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States. As DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 31 amended, the current law prohibits all state agencies and political subdivisions, including the Owner, from knowingly hiring a worker without authorization to perform work under a contract, or to knowingly contract with a consultant who knowingly hires a worker without authorization to perform work under the contract. The law also requires 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 8-17.5-105(5)(c). .3 "Public Contract for Services" means this Agreement. .4 "Services" means the furnishing of labor, time, or effort by a Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. .5 "Worker without authorization" means an individual who is unable to provide evidence that the individual is authorized by the federal government to work in the United States 3. By signing this document, Consultant certifies and represents that at this time: 1. Consultant shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services; and 2. Consultant has participated or attempted to participate in either the e-verity program or the department program in order to verify that new employees are not illegal aliens. 4. Consultant hereby confirms that: 1. Consultant shall not knowingly employ or contract with a worker without authorization 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 without authorization to perform work under the Public Contract for Services. 3. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. 4. Consultant shall not use either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. 5. If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien, Consultant shall: 1. Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with a worker without authorization; and DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 32 2. Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not step employing or contracting with the worker without authorization; 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 a worker without authorization. 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. .§ 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as those of the Owner and Contractor under this Agreement. DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E AIA Document D401 – 2003. Copyright © 1992 and 2003. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 12:18:50 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1164535894) 1 Certification of Document’s Authenticity AIA® Document D401™ – 2003 I, , hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 12:18:50 ET on 03/06/2023 under Order No. 2114346557 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A232™ – 2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, other than those additions and deletions shown in the associated Additions and Deletions Report. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) DocuSign Envelope ID: FB4B8BA1-2742-47D3-B803-7D70C7448D8E Document A132® – 2019 Exhibit A Insurance and Bonds Init. / AIA Document A132 – 2019 Exhibit A. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Document A232™–2019, General Conditions of the Contract for Construction. Article 11 of A232™–2019 contains additional insurance provisions This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Contractor, dated the 14th day of March in the year 2023 (In words, indicate day, month, and year.) for the following PROJECT: (Name and location or address) City of Aspen- Maroon Creek Multi-Use Trail Project #2022-234 THE OWNER: (Name, legal status, and address) City of Aspen 427 Rio Grande Place Aspen, CO 81611 THE CONTRACTOR: (Name, legal status, and address) Gould Construction, Inc. P.O. Box 130 Glenwood Springs, CO 81602 TABLE OF ARTICLES A.1 GENERAL A.2 OWNER’S INSURANCE A.3 CONTRACTOR’S INSURANCE AND BONDS A.4 SPECIAL TERMS AND CONDITIONS ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A232™–2019, General Conditions of the Contract for Construction. ARTICLE A.2 OWNER’S INSURANCE § A.2.1 General The parties hereto understand that the Owner is a member of the Colorado Intergovernmental 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 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. Init. / AIA Document A132 – 2019 Exhibit A. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 2 (Paragraphs deleted) (Table deleted) (Paragraphs deleted) (Table deleted) (Paragraphs deleted) § A.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ ]§ A.2.4.1 Loss of Use, Business Interruption, and Delay in Completion Insurance, to reimburse the Owner for loss of use of the Owner’s property, or the inability to conduct normal operations due to a covered cause of loss. [ ]§ A.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition, construction, repair, replacement or use of the Project. [ ]§ A.2.4.3 Expediting Cost Insurance, for the reasonable and necessary costs for the temporary repair of damage to insured property, and to expedite the permanent repair or replacement of the damaged property. [ ]§ A.2.4.4 Extra Expense Insurance, to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. [ ]§ A.2.4.5 Civil Authority Insurance, for losses or costs arising from an order of a civil authority prohibiting access to the Project, provided such order is the direct result of physical damage covered under the required property insurance. [ ]§ A.2.4.6 Ingress/Egress Insurance, for loss due to the necessary interruption of the insured’s business due to physical prevention of ingress to, or egress from, the Project as a direct result of physical damage. [ ]§ A.2.4.7 Soft Costs Insurance, to reimburse the Owner for costs due to the delay of completion of the Work, arising out of physical loss or damage covered by the required property insurance: including construction loan fees; leasing and marketing expenses; additional fees, including those of architects, engineers, consultants, attorneys and accountants, needed for the completion of the construction, repairs, or reconstruction; and carrying costs such as property taxes, building permits, additional interest on loans, realty taxes, and insurance premiums over and above normal expenses. Init. / AIA Document A132 – 2019 Exhibit A. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 3 § A.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance.) [ ]§ A.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below.) [ ]§ A.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits.) Coverage Limits ARTICLE A.3 CONTRACTOR’S INSURANCE AND BONDS § A.3.1 General § A.3.1.1 Certificates of Insurance. The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1. The certificates will show the City of Aspen, City of Aspen’s officers and employees, Owner’s Representative, Owner’s Representative’s Consultants, Engineer and Engineer’s Consultants as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy or policies. § A.3.1.2 Deductibles and Self-Insured Retentions. The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. § A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage to include (1) the City of Aspen, City of Aspen’s officers and employees, the Engineer and the Engineer’s consultants, and the Owner’s Representative and the Owner’s Representative’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 for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Engineer and the Engineer’s consultants, and the Owner’s Representative and the Owner’s Representative’s consultants, CG 20 32 07 04. § A.3.2 Contractor’s Required Insurance Coverage § A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.) .1 The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the terms of this Contract 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. Init. / AIA Document A132 – 2019 Exhibit A. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 4 .2 The Contractor shall procure and maintain, and shall cause any subcontractor of the Contractor to procure and maintain, the minimum insurance coverages listed in this document. Such coverage shall be procured and maintained with forms and insurance acceptable to the Owner. All coverage shall be continuously maintained with to cover all liability, claims, demands, and other obligations assumed by the Contractor pursuant to the terms of this Contract. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. .3 Every policy required in this document shall be primary insurance, and any insurance carried by the City of Aspen, its officers or employees, or carried by or provided through any insurance pool of the City of Aspen, shall be excess and not contributory insurance to that provided by Contractor. No additional insured endorsement to the policy required in this document shall contain an exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be solely responsible for any deductible losses under any policy required above. .4 The certificate of insurance provided to the City of Aspen shall be completed by the Contractor’s insurance agent as evidence that policies provide the required coverage, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City of Aspen prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify this contract and shall provide that the coverage afforded under these policies shall not canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City of Aspen. .5 In addition, these Certificates of Insurance shall contain the following clauses: Underwriters and issuers shall have no right of recovery of subrogation against the City of Aspen, it being the intention of the parties that the insurance policies so effected shall protect all parties and be primary coverage for any and all losses covered by the insurance described in this document. To the extent that the City’s insurer(s) may become liable for secondary or excess coverage, the City’s underwriters and insurers shall have no right of recovery or subrogation against the Contractor. The insurance companies issuing the policy or policies shall have no recourse against the City of Aspen for payment of any premiums or for assessments under any form of policy. Any and all deductibles in the insurance described in this document shall be assume by and be for the amount of, and at the sole risk of the Contractor. Location of operations shall be: "All operations and locations at which work in connection with the referenced project is done." .6 Failure on the part of the Contractor to procure or maintain policies providing the required coverage, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extending reporting period thereto and may pay any and all premiums in connection therewith. All moneys so paid by City shall be repaid by Contractor to City upon demand, or City may offset the cost of the premiums against money due to Contractor from City. .7 City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. § A.3.2.2 Commercial General Liability § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than (Paragraphs deleted) Two million dollars ($ 2,000,000 ) each occurrence, Three million dollars ($ 3,000,000 ) general aggregate, and Three million dollars ($ 3,000,000 ) 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 Init. / AIA Document A132 – 2019 Exhibit A. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 5 shall include coverage for explosion, collapse and underground hazards. The policy shall contain a severability of interests provision and Contractor’s indemnity obligations under Section 3.18 of the General Conditions. (Paragraphs deleted) § A.3.2.3 Comprehensive Automobile Liability insurance with combined single limits for bodily injury and property damage of not less than One Million dollars ($1,000,000) each occurrence and not less than One Million dollars ($1,000,000) aggregate with respect to each Contractor’s owned, hired and non-owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interests provision. If the Contractor has no owned automobiles, the requirements of this Section shall be met by each employee off the Contractor providing services to the City under this contract. § A.3.2.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § A.3.2.5 Workers’ Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers’ Liability insurance with minimum limits of One Million dollars ($1,000,000) for each accident, One Million dollars ($1,000,000) disease-policy limit and One Million dollars ($1,000,000) disease- each employee. Evidence of qualified self-insured status may be substituted for the Worker’s Compensation requirements of this paragraph. (Paragraphs deleted) § A.3.3 Contractor’s Other Insurance Coverage § A.3.3.1 Insurance selected and described in this Section A.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work, state the duration.) § A.3.3.2 The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1. (Select the types of insurance the Contractor is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [ ]§ A.3.3.2.1 If there is only one Contractor performing the Work on the Project, property insurance of the same type and scope satisfying the requirements identified in Section A.2.3, which, if selected in this section A.3.3.2.1, relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section A.2.3.1.3 and Section A.2.3.3. The Contractor shall comply with all obligations of the Owner under Section A.2.3 except to the extent provided below. The Contractor shall disclose to the Owner the amount of any deductible, and the Owner shall be responsible for losses within the deductible. Upon request, the Contractor shall provide the Owner with a copy of the property insurance policy or policies required. The Owner shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Contractor’s obligation to provide property insurance differs from the Owner’s obligations as described under Section A.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article 11 of the General Conditions, indicate the responsible party below.) Init. / AIA Document A132 – 2019 Exhibit A. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 6 [ ]§ A.3.3.2.2 Railroad Protective Liability Insurance, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate, for Work within fifty (50) feet of railroad property. [ ]§ A.3.3.2.3 Asbestos Abatement Liability Insurance, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate, for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos-containing materials. [ X ]§ A.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an "all-risks" completed value form. [ ]§ A.3.3.2.5 Property insurance on an "all-risks" completed value form, covering property owned by the Contractor and used on the Project, including scaffolding and other equipment. [ ]§ A.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits § A.3.4 Performance Bond, Payment Bond and 2 year warranty bonds The Contractor shall provide surety bonds, from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located, as follows: (Specify type and penal sum of bonds.) Type Penal Sum Payment Bond 100% of contract amount Performance Bond 100% of contract amount 2 year Warranty Bond 100% of contract amount Payment and Performance Bonds shall be AIA Document A312™, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312™, current as of the date of this Agreement. ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: Additions and Deletions Report for AIA® Document A132® – 2019 Exhibit A This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 12:59:31 ET on 03/06/2023. Additions and Deletions Report for AIA Document A132 – 2019 Exhibit A. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks of The American Institute of Architects. This document was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 1 PAGE 1 This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Contractor, dated the 14th day of March in the year 2023 … City of Aspen- Maroon Creek Multi-Use Trail Project #2022-234 … City of Aspen 427 Rio Grande Place Aspen, CO 81611 … Gould Construction, Inc. P.O. Box 130 Glenwood Springs, CO 81602 … Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article A.2 and, upon the Contractor’s request, provide a copy of the property insurance policy or policies required by Section A.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements.The parties hereto understand that the Owner is a member of the Colorado Intergovernmental 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 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. § A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual general liability insurance. § A.2.3 Required Property Insurance § A.2.3.1 Unless this obligation is placed on the Contractor pursuant to Section A.3.3.2.1, the Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder’s risk "all-risks" completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance Additions and Deletions Report for AIA Document A132 – 2019 Exhibit A. Copyright © 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 2 shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub-subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § A.2.3.1.1 Causes of Loss. The insurance required by this Section A.2.3.1 shall provide coverage for direct physical loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, or windstorm. The insurance shall also provide coverage for ensuing loss or resulting damage from error, omission, or deficiency in construction methods, design, specifications, workmanship, or materials. Sub-limits, if any, are as follows: (Indicate below the cause of loss and any applicable sub-limit.) Causes of Loss Sub-Limit § A.2.3.1.2 Specific Required Coverages. The insurance required by this Section A.2.3.1 shall provide coverage for loss or damage to false work and other temporary structures, and to building systems from testing and startup. The insurance shall also cover debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and reasonable compensation for the Architect’s, Construction Manager’s, and Contractor’s services and expenses required as a result of such insured loss, including claim preparation expenses. Sub-limits, if any, are as follows: (Indicate below type of coverage and any applicable sub-limit for specific required coverages.) Coverage Sub-Limit § A.2.3.1.3 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance required by Section A.2.3.1 or, if necessary, replace the insurance policy required under Section A.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § A.2.3.1.4 Deductibles and Self-Insured Retentions. If the insurance required by this Section A.2.3 is subject to deductibles or self-insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § A.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner’s occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing. § A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, "all-risks" property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. PAGE 3 § A.3.1.1 Certificates of Insurance. The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1. The certificates will show the Owner City of Aspen, City of Aspen’s officers and employees, Owner’s Representative, Additions and Deletions Report for AIA Document A132 – 2019 Exhibit A. Copyright © 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 3 Owner’s Representative’s Consultants, Engineer and Engineer’s Consultants as an additional insured on the Contractor’s Commercial General Liability and excess or umbrella liability policy or policies. … § A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage to include (1) the Owner, the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s City of Aspen, City of Aspen’s officers and employees, the Engineer and the Engineer’s consultants, and the Owner’s Representative and the Owner’s Representative’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 for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect’s consultants, and the Construction Manager and the Construction Manager’s Engineer and the Engineer’s consultants, and the Owner’s Representative and the Owner’s Representative’s consultants, CG 20 32 07 04. … .1 The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the terms of this Contract 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. .2 The Contractor shall procure and maintain, and shall cause any subcontractor of the Contractor to procure and maintain, the minimum insurance coverages listed in this document. Such coverage shall be procured and maintained with forms and insurance acceptable to the Owner. All coverage shall be continuously maintained with to cover all liability, claims, demands, and other obligations assumed by the Contractor pursuant to the terms of this Contract. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. .3 Every policy required in this document shall be primary insurance, and any insurance carried by the City of Aspen, its officers or employees, or carried by or provided through any insurance pool of the City of Aspen, shall be excess and not contributory insurance to that provided by Contractor. No additional insured endorsement to the policy required in this document shall contain an exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be solely responsible for any deductible losses under any policy required above. .4 The certificate of insurance provided to the City of Aspen shall be completed by the Contractor’s insurance agent as evidence that policies provide the required coverage, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City of Aspen prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify this contract and shall provide that the coverage afforded under these policies shall not canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City of Aspen. .5 In addition, these Certificates of Insurance shall contain the following clauses: Underwriters and issuers shall have no right of recovery of subrogation against the City of Aspen, it being the intention of the parties that the insurance policies so effected shall protect all parties and be primary coverage for any and all losses covered by the insurance described in this document. To the extent that the City’s insurer(s) may become liable for secondary or excess coverage, the City’s underwriters and insurers shall have no right of recovery or subrogation against the Contractor. The insurance companies issuing the policy or policies shall have no recourse against the City of Aspen for payment of any premiums or for assessments under any form of policy. Additions and Deletions Report for AIA Document A132 – 2019 Exhibit A. Copyright © 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 4 Any and all deductibles in the insurance described in this document shall be assume by and be for the amount of, and at the sole risk of the Contractor. Location of operations shall be: "All operations and locations at which work in connection with the referenced project is done." .6 Failure on the part of the Contractor to procure or maintain policies providing the required coverage, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extending reporting period thereto and may pay any and all premiums in connection therewith. All moneys so paid by City shall be repaid by Contractor to City upon demand, or City may offset the cost of the premiums against money due to Contractor from City. .7 City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. PAGE 4 § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than ($ ) each occurrence, ($ ) general aggregate, and ($ ) aggregate for products-completed operations hazard, providing coverage for claims including .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor’s indemnity obligations under Section 3.18 Two million dollars ($ 2,000,000 ) each occurrence, Three million dollars ($ 3,000,000 ) general aggregate, and Three million dollars ($ 3,000,000 ) 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 include coverage for explosion, collapse and underground hazards. The policy shall contain a severability of interests provision and Contractor’s indemnity obligations under Section 3.18 of the General Conditions. § A.3.2.2.2 The Contractor’s Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Contractor’s Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. § A.3.2.3 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less than ($ ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile Additions and Deletions Report for AIA Document A132 – 2019 Exhibit A. Copyright © 2019>. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 12:59:31 ET on 03/06/2023 under Order No.2114346557 which expires on 08/21/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1328839009) 5 coverage.Comprehensive Automobile Liability insurance with combined single limits for bodily injury and property damage of not less than One Million dollars ($1,000,000) each occurrence and not less than One Million dollars ($1,000,000) aggregate with respect to each Contractor’s owned, hired and non-owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interests provision. If the Contractor has no owned automobiles, the requirements of this Section shall be met by each employee off the Contractor providing services to the City under this contract. PAGE 5 § A.3.2.5 Workers’ Compensation at statutory limits.insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers’ Liability insurance with minimum limits of One Million dollars ($1,000,000) for each accident, One Million dollars ($1,000,000) disease-policy limit and One Million dollars ($1,000,000) disease- each employee. Evidence of qualified self-insured status may be substituted for the Worker’s Compensation requirements of this paragraph. § A.3.2.6 Employers’ Liability with policy limits not less than ($ ) each accident, ($ ) each employee, and ($ ) policy limit. § A.3.2.7 Jones Act, and the Longshore & Harbor Workers’ Compensation Act, as required, if the Work involves hazards arising from work on or near navigable waterways, including vessels and docks § A.3.2.8 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate. § A.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Contractor shall procure Pollution Liability insurance, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate. § A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than ($ ) per claim and ($ ) in the aggregate. § A.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate. § A.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate. PAGE 6 [ X ]§ A.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an "all-risks" completed value form. … § A.3.4 Performance Bond and Payment BondPerformance Bond, Payment Bond and 2 year warranty bonds … Type Penal Sum($0.00) Payment Bond 100% of contract amount Performance Bond 100% of contract amount 2 year Warranty Bond 100% of contract amount