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HomeMy WebLinkAboutresolution.council.026-15 THE CITY OF ASPEN RESOLUTION 26 (Series of 2015) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND CHARLES CUNNIFFE ARCHITECTS, AUTHORIZING THE CITY MAYOR TO EXECUTE SAID CONTRACT AMENDMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. . WHEREAS, there has been submitted to the City Council a contract, AIA B 101 —2007 Contract- Standard Form of Agreement Between Owner and Architect- between the City of Aspen and CHARLES CUNNIFFE ARCHITECTS, a true and accurate copy of which is attached hereto as "Exhibit I"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves the Contract between.the City of Aspen and CHARLES CUNNIFFE ARCHITECTS - a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Mayor 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 16th day of March, 2015. Steven Skadron, Mayor 1, Linda Manning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held on the 16th day of March, 2015. Linda Manning, C ty Clerk =� TM �� Document B101 - 2007 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the 16`h day of March in the year 2015 BETWEEN the Architect's client identified as the Owner: ADDITIONS AND DELETIONS: The author of this document has City of Aspen added information needed for its completion.The author may also 130 South Galena Street have revised the text of the original Aspen,Colorado 81611 AIA standard form.An Additions and Deletions Report that notes added and the Architect: information as well as revisions to C the standard form text is available Charles Cunniffe Architects,P.C. from the author and should be 610 E.Hyman Avenue I reviewed.A vertical line in the left Aspen,Colorado 81611 margin of this document indicates where the author has added for the following Project: necessary information and where the author has added to or deleted City of Aspen Building Replacement Project from the original AIA text. 540 E.Main Street,Rio Grande Place, and Armory This document has important legal Aspen,Colorado 81611 consequences.Consultation with an attorney is encouraged with respect for which Project the Construction Manager is: to its completion or modification. Rider Levett Bucknall,Ltd. 1675 Larimer Street, Suite 470 Denver,CO 80202 The Owner and Architect agree as follows. AIA Document 8101 T —2007 formerly 13151T —1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and Intemational Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible / under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES , 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article 1: The City of Aspen is in the process of developing a Plan to add/renovate a new facility solution including 14,000— 16000 sf facility with a housing component for the Aspen Police Department at 540 E Main St and about 50,000— 55,000 sf of city offices on currently held real estate assets in the City of Aspen core. The Scope Of Services are described in the Request for Proposals—Architect/Design Services, dated January 5,2015. The project will be divided into 5 phases,as follows A Conceptual Design .2 Schematic Design .3 Design Development .4 Final Design .5 Construction Administration § 1.1.1 The Owner's representative: City of Aspen 130 South Galena Street Aspen,Colorado ' Jack Wheeler,Project Manager Phone: (970)429-1790 Fax: (970)544-5378 Jack.Wheeler@,cityofaspen.com § 1.1.2 The Architect's representative: AIA Document 13101 TM—2007 formerly 6151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 2 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) Charles Cunniffe, Principal Charles Cunniffe Architects,P.C. 610 E.Hyman Avenue Aspen,Colorado 81611 Phone: (970)925-5590 Charles2cunniffe.com § 1.1.3 Neither the Owner's nor the Architect's representative shall be changed without ten days' written notice to the other party. § 1.1.4 The Contractor's representative: TBD § 1.1.5 The Construction Manager's representative: Rider Levett Bucknall,Ltd. 1675 Larimer Street,Suite 470 Denver,CO 80202 Phone: (720)904-1480 Cell: (720)217-6822 Contact:Rob Taylor Rob.Taylor@,us.rib.com § 1.1.6 The Commissioning Agent's representative: TBD § 1.1.7 The Status of the Project: A tentative project.schedule, subject to modification in accordance with the Contract, is as follows:- Conceptual ollows`Conceptual Design: 5/19/2015 Schematic Design: 7/31/2015 Design Development: 11/30/2015 Planning Zoning and Permit: 9/15/2015 to 4/18/2016(in parallel with above) Construction Bid Submitted: August 12,2016 Final Design Construction Documents: 6/10/2016 Construction: 11/29/2016 to 7/30/2018 Move in and Closeout: to 9/20/2018 § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: The construction of the Work will commence by approximately 11/29/2016 .2 Substantial Completion date for construction work: Substantial Completion: 7/30/2018 AIA Document B101 TM—2007 formerly 121151T —1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 3 of this AIA® Document,or any portion of it,may.result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) subject to adjustments of this Contract Time as provided in the Contract Documents. Should delays in approvals,additional options,or Planning and Zoning be realized,the Owner and Architect shall revise the schedule accordingly. § 1.3 The Owner and Architect may rely on the Initial Information. Both parties,however,recognize that such information may materially change and, in that event,the Owner and the Architect shall appropriately and equitably adjust the schedule,the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. The Architect shall provide its services in conjunction with the services of a Construction Manager as described in AIA Document C 132TM-2009,Standard Form of Agreement Between Owner and Construction Manager.The Architect shall not be responsible for actions taken by the Construction Manager. § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. . § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. (Paragraph deleted) § 2AThe Architect shall not engage in any activity, or accept any employment,interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following minimum insurance for the duration of this Agreement. .1 General Liability Commercial General Liability insurance with minimum limit of ONE MILLION DOLLARS ($1,000,000.00)each occurrence and ONE MILLION DOLLARS($1,000,000.00)aggregate. The policy shall be applicable to all premises and operations. The policy shall contain a severability of interests provision and a waiver of subrogation in favor of the Owner. .2 Automobile Liability Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00)each occurrence with respect to each Architect's owned,hired and non-owned vehicles assigned to or used in performance of the Work. The policy shall contain a severability of interests provision and a waiver of subrogation in favor of the Owner. .3 Workers' Compensation .Workers' Compensation insurance to cover obligations imposed by applicable Colorado laws for any employee engaged in the performance of work under this contract,and Employers'Liability insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS($500,000.00)for each accident,FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)disease-policy limit,and FIVE HUNDRED THOUSAND DOLLARS($500,000.00)disease-each employee. The policy shall contain a waiver of subrogation in favor of the Owner. AIA Document 8101 T —2007 formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.AI I rights Init. reseryed.WARNING:This AIA Document is protected by U.S.Copyright Law and Intemational Treaties.Unauthorized reproduction or distribution 4 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) .4 Professional Liability Professional Liability insurance with the minimum limits of TWO MILLION DOLLARS($2,000,000) each claim and TWO MILLION DOLLARS($2,000,000)aggregate,maintained through the statute of limitations. § 2.6 Insurance Policies: Owner reserves the right to request and receive a certified copy of any policy and any endorsement thereto. § 2.7 Failure to maintain insurance: Failure on the part of the Architect to procure or maintain policies providing the required coverages,conditions,and minimum limits shall constitute a material breach of contract upon which Owner may immediately terminate this.contract. § 2.8 Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. The insurance policies required by this Section shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire without at least 30 days' prior written notice to the Owner.An additional certificate evidencing continuation of professional liability coverage shall be submitted with the final Application for Payment. Information concerning reduction of coverage on account of claims paid under the policy shall be furnished by the Architect with reasonable promptness. § 2.9 Governmental Immunity: The parties hereto understand and agree that Owner is relying on,and does not waive or intend to waive by any provision of this contract,the monetary limitations(presently$350,000.00 per person and$990,000 per occurrence)or any other rights,immunities,and protections provided by the Colorado Governmental Immunity Act,Section 24-10-101 et seq.,C.R.S.,as from time to time amended,or otherwise available to Owner, its officers, or its employees. §210 Owner's Insurance: The parties hereto understand that the Owner is a member of the Colorado Intergovern- mental Risk Sharing Agency(CIRSA)and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are available to Contractor for inspection during normal business hours. Owner makes no representations whatsoever with respect to specific coverages offered by CIRSA. Owner shall provide reasonable notice of any changes in its membership or participation in CIRSA. §2.11 Deductible: The Architect shall pay any amounts not covered under these policies because of.a deductible on the insurance policies provided by the Architect. . ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary consultants,including Land Planner,civil, law enforcement,sustainable practices, landscape, irrigation, fire protection, structural,waterproofing,interior design,mechanical,plumbing,low voltage(data ports and cable reticulation to head end,excluding specific network infrastructure including,racks,servers,patch panels),security (overall security protocols and boundaries including camera locations,areas of coverage and secure line,but not detailed equipment specification,design,or installation),Audio-Visual(conference room,meeting room equipment, ports/outlets,but not secure external links to outside the facility, or FF&E such as digital panels for small conference rooms), Acoustic(including space,wall, ceiling,conference room acoustic transmission and reverberation design) 1,and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services,and the Architect's consultants' services,consult with the Owner and the Construction Manager,research applicable design criteria,attend Project meetings,communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Construction Manager and the Owner's consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants.The Architect shall provide prompt written notice to the Owner and Construction Manager if the Architect becomes aware of any error,omission or inconsistency in such services or information.. AIA Document B101 TM—2007 formerly B151 T —1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 5 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) (Paragraph deleted) §3.1.3 Architect shall be responsible for the coordination of all drawings and design documents relating to Architect's design and used on the Project,regardless of whether such drawings and documents are prepared by the Architect,by Architect's consultants,or by the Owner's other consultants. Architect shall be responsible for the completeness and accuracy of all drawings and specifications prepared by the Architect and the Architect's consultants,and all dimensional and layout information contained therein. Architect shall be responsible for the compliance of the plans and specifications with all applicable building codes, ordinances,regulations, laws and statutes. § 3.1.4 As soon as practicable after the date of this Agreement,the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner,time limits established by the schedule shall not,except for reasonable cause,be exceeded by the Architect or Owner. With the Owner's approval,the Architect shall adjust the schedule,if necessary, as the Project proceeds until the commencement of construction. § 3.1.5 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. § 3.1.6 The Architect shall,at appropriate times,contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project,the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.1.7 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect shall review the program and other information furnished by the Owner,and shall review laws,codes,and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program,schedule,budget for the Cost of the Work,Project site,and the proposed procurement or delivery method and other Initial Information,each in terms of the other,to ascertain the requirements of the Project. The Architect shall notify the Owner of(1)any inconsistencies discovered in the information,and(2)other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project's requirements agreed upon with the Owner,the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design,the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan,if appropriate,and preliminary building plans,sections and elevations;and may include some combination of study models,perspective sketches,or digital modeling. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives, such as material choices and building orientation,together with other considerations based on program and aesthetics, in developing a design that AIA Document 8101 TM—2007(formerly B151 T'`'—1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA® Document iprotected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 6 s of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible / under the law.This document was produced by AIA.software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain other environmentally responsible design services under Article 4. § 3.2.5.2 The Architect shall consider the value of alternative materials,building systems and equipment,together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule and budget for the Cost of the Work. I § 3.2.6 The Architect shall assist the Construction Manager during development of estimates for the Cost of the Work,as well as actual participation in Value Engineering activities during each design stage.. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner,and request the Owner's approval. § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Schematic Design Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Design Development Documents for the Owner's approval.The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans,sections, elevations,typical construction details,and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural,mechanical and electrical systems, and such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.3.2 The Architect shall assist with the update of the estimate of the Cost of the Work. I § 3.3.3 The Architect shall submit the Design Development Documents to the Owner,advise the Owner if any adjustments are necessary to the estimate of the Cost of the Work,and request the Owner's approval. § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 Based on the Owner's approval of the Design Development Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work.The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents,the Architect shall assist the Owner in the development and preparation of(1)bidding and procurement information that describes the time,place and conditions of bidding,including bidding or proposal forms;(2)the Conditions of the Contract for Construction (, Supplementary and other Conditions). The Architect'shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. § 3.4.4 The Architect shall assist with the update of the estimate for the Cost of the Work at approximately the 50%' Construction Documents stage,and after the 50%Construction Documents issue.. § 3.4.5 The Architect,with the Construction Manager,shall submit the Construction Documents to the Owner, advise the Owner if any adjustments to the estimate of the Cost of the Work are necessary,take any action required under Section 6.5,and'request the Owner's approval. AIA Document 13101 Tm—2007 formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 7 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents,the Architect'shall assist the Owner in(l)obtaining either competitive bids or negotiated proposals;(2)confirming responsiveness of bids or proposals; (3)determining the successful bid or,proposal, if any;and,(4)awarding and preparing contracts for construction. § 3.5.2 COMPETITIVE BIDDING § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by .1 procuring the reproduction of Bidding Documents for distribution to prospective bidders; .2 Omitted. .3 organizing and conducting a pre-bid conference for prospective bidders; .4 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda;and .5 participate in the opening of the bids,and subsequently documenting and distributing the bidding results,as directed by the Owner. § 3.5.2.3 The Architect shall consider requests for substitutions,if the Bidding Documents permit substitutions,and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. § 3.5.3 NEGOTIATED PROPOSALS § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by .1 Omitted; .2 organizing and participating in selection interviews with prospective contractors;and .3 participating in negotiations with prospective contractors,and subsequently preparing a summary report of the negotiation results,as directed by the Owner. § 3.5.3.3 The Architect shall consider requests for substitutions,if the Proposal Documents permit substitutions,and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3.6 CONSTRUCTION PHASE SERVICES § 3.6.1 GENERAL § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201TM-2007,General Conditions of the Contract for Construction,as amended. § 3.6.1.2 The Architect shall advise and consult with the Owner and Construction Manager during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement.The Architect shall not have control over, charge of,or responsibility for the construction means, methods,techniques, sequences or procedures,or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform,the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions,but shall not have control over or charge of, and shall not be responsible for,acts or omissions of the Contractor or Construction Manager or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3,the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment, subject to the one year review per Section 3.6.6.5.. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect and the Architect's consultants shall visit the site at intervals appropriate to the stage of construction,or as otherwise required in Section 4.3.3,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine, in general, if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents. AIA Document 8101 TM—2007 formerly B151 TM-1997).'Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 8 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) However,the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits,the Architect shall keep the Owner and Construction Manager reasonably informed about the progress and quality of the portion of the Work completed,and report to the Owner(1)known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor,and(2)defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable,the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not such Work is fabricated,installed or completed. However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,material and equipment suppliers,their agents or employees or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner,Construction Manager, or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either,and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker,as that term is defined in AIA Document A201-2007,the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts.The Architect's certification for payment shall constitute a representation to the Owner,based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment,that,to the best of the Architect's knowledge, information and belief,the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject(1)to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)to results of subsequent tests and inspections, (3)to correction of minor deviations from the Contract Documents prior to completion,and(4)to specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods,techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. , § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval.The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. AIA Document B101 TM—2007 formerly 8151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 9 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) § 3.6.4.2 In accordance with the Architect-approved submittal schedule,the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions,quantities,and installation or performance of equipment or systems,which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Architect,of any construction means,methods, techniques,sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems,materials or equipment,the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to the provisions of Section 4.3,the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include,at a minimum,a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with reasonable promptness.If appropriate,the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 CHANGES IN THE WORK § 3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Contractor shall prepare Change Orders for the Construction Manager's and Architect's review and Owner's approval. The Architect,Owner and Contractor execute Change Orders in accordance with the Contract Documents. The Architect shall prepare Construction Change Directives for the instruction of the Contract. The Architect and the Owner shall execute Construction Change Directives in accordance with the Contract Documents. § 3.6.5.2 The Contractor shall maintain records relative to changes in the Work. § 3.6.6 PROJECT COMPLETION § 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion;receive from the Contractor and forward to the Owner, for the Owner's review and records,written warranties and related documents required by the Contract Documents and assembled by the Contractor;and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete,the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor,including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 Omitted. AIA Document B101 TM—2007 formerly 8151 TM—1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA .Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 0 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) § 3.6.6.5 Prior to the expiration of one year from the date of Substantial Completion,the Architect shall,without additional compensation,conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below as the Architect's Responsibility are included in Basic Services and will be required for the Project. The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility,and the Owner shall compensate the Architect as provided in Section 11.1 as part of Basic Services. Additional Services Responsibility Location of Service Description (Architect, Owner (Section 4.2 below or in an exhibit or attached to this document and Not Provided) identified below) (Row deleted) Architect,CMa Program verification of the program created during the Master 4.1.1 Programming B202Tm-2009 Plan process. Architect Two viable option to be fully designed at conceptual level for presentation to the user groups and 4.1.2 Multiple preliminary designs council by May 19,2015 4.1.3 Measured drawings Owner § 4.1.4 Existing facilities surveys Owner 4.1.5 Site Evaluation and Planning B203Tm-2007 Architect § 4.1.6 Building Information Modeling Architect,CMa (E202TM-2008) 4.1.7 Civil engineering Architect 4.1.8 Landscape design Architect 4.1.9 Architectural Interior Desi B252Tm-2007 Architect Architect,CMa Architect will assist Owner and CMa in value analysis and participate in Value Engineering efforts at milestone design stages 4.1.10 Value Analysis B204Tm-2007 (VE will be led by others) 4.1.11 Detailed cost estimating CMa 4.1.12 On-site Project Representation B207TM-2008 CMa Architect i.e., Issue for Construction Set of 4.1.13 Conformed construction documents plans and specs Architect RFIs and ASIs may be an addendum to the drawing set and 4.1.14 As-Designed Record drawings specs 4.1.15 As-Constructed Record drawings Contractor 4.1.16 Post occupancy evaluation NP 4.1.17 Facility Support Services 13210Tm-2007 NP 4.1.18 Tenant-related services NP 4.1.19 Coordination of Owner's consultants CMa 4.1.20 Telecommunications/data design Architect Excluding Network/IT § 4.1.21 Security Evaluation and Planning Architect (B206Tm-2007) 4.1.22 Commissioning 13211Tm-2007 Owner Architect Services necessitated by the Owner's request for extensive 4.1.23 Extensive environmentally responsible design environmentally responsible design AIA Document B101 TM—2007 formerly B151 T —1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 11 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) alternatives,such as unique system designs,in-depth material research, energy modeling,and design and specifications to enable LEEDS certification Owner and Paperwork process to obtain Contractor certificate,as opposed to necessary design services,will be provided by 4.1.24 LEED®Certification B214TM-2012 the Owner and Contractor. 4.1.25 Fast-track design services i Architect Historic Preservation is necessary for Armory or for relocation of historic,house at 540 Main Street 4.1.26 Historic Preservation B205TM-2007 depending on Option selected. § 4.1.27 Furniture,Furnishings,and Equipment Design Owner (13253TM-2007) §4.1.28 Preparation for,and attendance at,public Architect presentations,and City Council or other meetings Architect Services necessitated by the Owner's request for LEED Certification will be provided by the Architect.Additional § 4.1.29 Necessary design services for LEED® documentation/meetings beyond Certification(B214TM-2012) CD will be additional services. If execution of the above AIA service documents is required,additional services by the architect may be required, and would be negotiated with the Owner prior to enacting such services. § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility, if not further described in an exhibit attached to this document. § 4.3 Additional Services, other than those listed in Section 4.1 above, may be provided after execution of this Agreement,without invalidating the Agreement. Except for services required due to the fault of the Architect,any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services under this Agreement,the Architect shall notify the Owner in writing with reasonable promptness and explain the facts and circumstances giving rise to the need. Upon recognizing the need to perform Additional Services related to the design under this Agreement, the Architect shall notify the Owner in writing with reasonable promptness regarding those services The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information,previous instructions or approvals given by the Owner,or a material change in the Project including,but not limited to, size,quality, complexity,the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .3 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .4 Preparing digital data,other than standard CAD, Revit,and .pdf files, for transmission to the Owner's consultants and contractors,or to other Owner authorized recipients; .5 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner;. .6 If additional Construction Administration Services are required due to a change initiated by the Owner,or a delay beyond the control of the Architect,the Owner and Architect shall agree on an equitable adjustment; AIA Document B101 T'"—2007 formerly 8151 T —1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 2 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No:1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) .7 Preparation for,and attendance at a dispute resolution proceeding or legal proceeding,except where the Architect is party thereto; (Paragraph deleted) .8 Consultation concerning replacement of Work resulting from fire or other cause during construction; or § 4.3.2 To avoid delay in the Construction Phase,the Architect shall provide the following Additional Services, notify the'Owner in writing with reasonable promptness,and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or parts of those services are not required,the Owner shall give prompt written notice to the Architect,and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal substantially out of sequence from the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information where such information is available to the Contractor from a reasonable study and comparison of the Contract Documents, field conditions, other Owner-provided information,Contractor-prepared coordination drawings,or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom;or 6 To the extent the Architect's Basic Services are affected,providing Construction Phase Services 90 days after(1)the date of Substantial Completion of the Work or(2)the anticipated date of Substantial Completion identified in Initial_Information,whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached,the Architect shall notify the Owner: .1 Two(2)reviews of each Shop Drawing, Product Data item,sample and similar submittal of the Contractor .2 ( 1 )One visit to the site per month in person by the Architect over the duration of the Project during construction for the purpose of conducting a Site Observation and preparing the issuance of a Field Report. .3 Two(2)inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. .4 Architect will participate in all weekly OAC Meetings,3-4 per month. .5 The Architect will incorporate RFI's and ASI's into Contract Documents,and complete the permit set. .6 The Architect will review and comment on the Meeting Minutes prepared by the Contractor for all OAC Meetings. .7 Substitutions: The Architect will respond to up to 12 Substitution Requests,none of which result in substantial revisions to the Contract Documents or extension of the Project Schedule. .8 The Architect will endeavor to be present for Pre-installation Conferences during monthly site visits. .9 Pay Applications: CM will review the Applications for Payment with the Contractor and make an initial recommendation regarding payment. Then the Architect will certify based on the Architect's site observations and project documentation. 10. Change Orders: CM will review proposed Change Orders with the Contractor and make an initial recommendation. The Architect will certify Change Orders. .11 Two(2)inspections for any portion of the Work to determine final completion § 4.3.41f the services covered by this Agreement have not been completed within forty-eight (48 )months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information which is in the possession of the Owner to the Architect in a timely manner when requested of the Owner in writing by the AIA Document B101 T""—2007 formerly 8151 TM—1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 13 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) Architect. However the*Owner is defined in this Agreement as the City of Aspen. Capital Asset Department. The responsibilities of the Owner herein do not include the actions or responsibilities of the building department,or any other jurisdictional or regulatory department of the City of Aspen. § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including(1)the budget for the Cost of the Work as defined in Section 6.1;(2)the Owner's other costs; and,(3)reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Architect.The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner has identified representatives authorized to act on the Owner's behalf with respect to the Project in Section 1.1.1. The Owner shall render decisions in a timely manner in order to avoid unreasonable delay in the Architect's services. § 5.4 The Owner shall furnish surveys to describe physical characteristics,as necessary, legal limitations and utility locations for the site of the Project,and a written legal description of the site. The Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Owner. § 5.5 The Owner shall furnish services of geotechnical engineers,which may include but are not limited to test borings;test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,seismic evaluation,ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. § 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated in this Agreement,or authorize the Architect to furnish them as an Additional Service,when the Architect requests ' such services and demonstrates that they are reasonably required.by the scope of the Project. The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided. § 5.7 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. § 5.8 The Owner shall furnish all legal,insurance and accounting services, including auditing services,that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors,omissions or inconsistencies in the Architect's Instruments of Service. . § 5.10 The Owner and Construction Manager may communicate directly with the Contractor with a copy to the Architect. The Owner and Construction Manager shall communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents. The Owner and Construction Manager shall promptly notify the Architect of any direct communications that may affect the Architect's services. Instructions to the Contractor shall be issued by the Architect to the Contractor in writing. . § 5.11 Before executing the Contract for Construction,the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement,the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect,the costs of the land, AIA Document B101 TM—2007 formerly B151 TM—1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 14 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) rights-of-way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information,and may be adjusted throughout the Project as required under Sections 5.2,6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work,the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Construction Manager,represent the Construction Manager's judgment as a design professional. It is recognized,however,that neither the Architect nor the Owner has control over the cost of labor,materials or equipment;the Contractor's methods of determining bid prices; or competitive bidding,market or negotiating conditions.Accordingly,the Construction Manager cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Construction Manager. § 6.3 In preparing estimates of the Cost of Work,the Construction Manager shall be permitted to include contingencies for design,bidding and price escalation;to determine what materials,equipment, component systems and types of construction are to be included in the Contract Documents;to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents reasonable design alternatives within the defined program as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. The Construction Manager's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requests detailed cost estimating services by the Architect,the Architect shall provide such services as an Additional Service under Article 4. § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner,through no fault of the Architect,the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. . § 6.5 If at any time the Construction Manager's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,the Architect shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget for the Cost of the Work,and the Owner and Construction Manager shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal,the Owner shall either .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect,revise the Project program, scope, or quality as required to reduce the Cost of the Work;or .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4,the Architect, shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. If the Owner's Program or scope is modified beyond solely reducing the Cost of the Work,the Architect may be entitled to Additional Services: Additional services would be negotiated prior to the work commencing.'Minor adjustments to I the quality would not impact this. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information,the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form,they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect hereby assigns to the Owner,without reservation,all copyrights to all project-related documents,models,photographs,and other expression created by the Architect. Among those documents are certain AIA Document 13101T —2007 formerly 8151 T —1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 15 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) "Instruments of Service," including the design drawings and the drawings and specifications that are included in the GMP Documents. The Owner's obligation to pay the Architect is expressly conditioned upon the Architect's obtaining a valid written comprehensive assignment of copyrights from his Consultants in terms identical to those that obligate the Architect to the Owner as expressed in this subparagraph,which copyrights the Architect,in turn, hereby assigns to the Owner. The Owner,in return,hereby grants the Architect a nonexclusive license to reproduce the documents for purposes relating directly to the Architect's performance of this Project, for the Architect's archival records,and for the Architect's reproduction of drawings and photographs in the Architect's marketing materials. No other project-related documents may be reproduced for any other purpose without the express written permission of the Owner.No other copyrights.are included in this grant of nonexclusive license to the Architect. This nonexclusive license shall terminate automatically and immediately upon the occurrence of either a breach of this Agreement by the Architect or termination. This nonexclusive license is granted to the Architect alone and shall not be assigned by the Architect to any other person or entity. Other provisions of this Agreement notwithstanding,this nonexclusive license shall terminate automatically upon an Architect's assignment of this nonexclusive license to another or his attempt to do so. However,nothing in this paragraph shall be construed to preclude the Architect from,in turn,assigning to his Consultants a nonexclusive license coextensive with the Architect's applying to the documents originally created by that Consultant. (Paragraphs deleted) §7.3 If the Owner subsequently reproduces project-related documents or creates a derivative work based upon project-related documents created by the Architect,where permitted or required by law,the Owner shall remove or completely obliterate the original professional seals,logos, and other indications on the documents of the identity of the Architect and his Consultants. However if required bylaw, such identification with appropriate qualifying language or other statutorily prescribed information identifying the original Architect may remain or be applied by the Owner or by a designee of the Owner.The Owner releases the Architect from any liability arising out of the Owner's subsequent reuse of the project-related documents created by the Architect without the participation and review of the Architect. §7.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service,the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 GENERAL § 8.1.1 The Owner and Architect shall commence all claims and causes of action,whether in contract,tort, or otherwise,against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against each other and against the contractors,consultants,agents and employees of the other for damages,except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2007,General Conditions of the Contract for Construction. The Owner or the Architect,as appropriate,shall require of the contractors,consultants,agents and employees of any of them similar waivers in favor of the other parties enumerated herein. (Paragraph deleted) § 8.1.30mitted.. § 8.2 MEDIATION § 8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services,to the extent that a lien may be applicable,the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. AIA Document 8101 TM—2007 formerly 13151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 16 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) § 8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation which,unless the parties mutually agree otherwise, shall be administered by the 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 Agreement,and filed-with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event,mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period by agreement of the parties or court order. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of binding dispute resolution shall be (Paragraphs deleted) , litigation in District Court,Pitkin County, State of Colorado. § 8.3 ARBITRATION Omitted. (Paragraphs deleted) § 8.3.4 CONSOLIDATION OR JOINDER Omitted. (Paragraphs deleted) §8.4 Litigation §8.4.1 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,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. §8.4.2 Jury Trial Waiver. To the fullest extent permitted by law, Owner and Architect 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. Architect shall include this provision in all of its subcontracts and purchase orders. §8.4.3 Removal Waiver. To the fullest extent permitted by law, Owner and Architect 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. Architect shall include this provision in all of its subconsultant contracts and purchase orders. §8.4.4 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 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect of undisputed amounts properly due in accordance with this Agreement,the Architect may provide written notice of such failure. If the Owner fails to make payment within fourteen(14)days of receipt of such notice, such failure shall be considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services,the Architect shall give an additional seven days' written notice to the Owner before suspending services. In the event of a suspension of services,-the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services,the Architect shall be paid all sums due prior to suspension and any expenses incurred in the AIA Document 8101 T —2007 formerly 6151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 17 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project,the Architect shall be compensated for services performed prior to notice of such suspension..When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules*shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect,the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. If a termination by the Owner is subsequently determined to be wrongful,such termination shall automatically be converted into a termination for the Owner's convenience. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience for any reason and without cause. § 9.6 In the event of termination not the fault of the Architect,the Architect shall be compensated for services performed prior to termination,together with Reimbursable Expenses then due. § 9.7 Omitted. § 9.8,The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2007,General Conditions of the Contract for Construction,as amended. § 10.3 The Owner and Architect,respectively,bind themselves,their agents,successors, assigns to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.4 If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be submitted to the Architect for review at least 7 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender,the Architect shall execute all such consents that are consistent with this Agreement,provided the proposed consent is submitted to the Architect for review at least 7 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement,the Architect shall have no responsibility for the discovery, presence,handling,removal or disposal of, or exposure of persons to,hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the completed Project to make such representations. However,the Architect's materials shall not include the Owner's confidential or proprietary information. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. AIA Document 8101 TM—2007 formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIAS Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 18 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) § 10.8 If the Architect or Owner receives information specifically designated by the other party as "confidential"or "business proprietary,"the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to(1)its employees, (2)those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or(3)its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3,the Owner shall compensate the Architect on the basis of lump sum amounts for each Phases of Services, including an estimate of reimbursable expenses,as follows See§ 11.5 below. See also Exhibit B,page 101, Fee Worksheet. Estimated Total for Basic Services including Reimbursable Expenses: S 2,288,400.00 § 11.2 Services designated in Section 4.1 have been included in the Architect's Basic Services, and the Owner shall compensate the Architect (Paragraphs deleted) for such services on a lump sum basis included in Section 11.1 above. § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3,the Owner shall compensate the Architect as follows: See Exhibit A—Schedule of Hourly Billing,Rates and Personnel Expenses. At the time of execution of this Agreement,Construction Administration Phase Services are excluded,and may be added at a later date by Change Order. If added by Change Order,Construction Administration Phase services will be compensated on a lump sum basis for a total of$572,600.00 including reimbursable expenses. § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus ten percent( 10%). § 11.5 Where compensation for Basic Services is based on a stipulated sum,the compensation for each phase of services shall be as follows: Conceptual Design Phase $214,800.00 Schematic Design Phase $421,920.00 Design Development Phase $615,570.00 Construction Documents Phase. $ 1,036,110.00 Construction Phase Not included Total Basic Compensation $2,288,400.00 § 11.6 Omitted. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants,if any,are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants'normal review practices. (Paragraphs deleted) See Exhibit A— Schedule of Hourly Billing Rates. AIA Document B101 TM—2007 formerly B151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 19 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible t under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES '§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services,teleconferences, Project Web sites,and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing,reproductions,plots, standard form documents; .5 Postage,handling and delivery; .6 . Expense of overtime work requiring higher than regular rates only for non-exempt employees, if authorized in advance by the Owner; .7 Finished professional renderings,physical models,mock-ups,professional photography, and presentation materials only when requested by the Owner; .8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's consultants; 9 All taxes levied on professional services and on reimbursable expenses;and .10 Site office expenses; § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus ten percent( 10%)of the expenses incurred. § 11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this Agreement under Section 9.3,the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing,using and maintaining the Project as follows: $10.00 § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of Zero($0.00)shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.10.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. Payments are due and payable within thirty(30 days of the Owner's receipt of a valid Application for Payment. Amounts properly due but unpaid sixty(60)days after the invoice date shall bear interest at the rate entered below. 8% Eight percent per annum. § 11.10.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect,or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses,expenses pertaining to Additional Services,and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this-Agreement are as follows: § 12.1 The Project shall be designed to be a functionally complete project, conforming to the Aspen Energy Conservation Standards,and the Aspen/Pitkin County Efficient Building Program Regulations and Checklist. § 12.2 Site Snow Management: AIA Document 8101 T —2007 formerly 8151 T"'—1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 20 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) Designer acknowledges that the Project is to be built and maintained in an area of heavy seasonal snowfalls. General site snow removal and designated snow storage areas shall be addressed within the design of the project. The site must be designed maximize snow storage on the site. Designer shall demonstrate,no later than the Schematic Design stage,its approach to snow maintenance and snow storage issues. § 12.3 Roof Snow Management: Architect acknowledges that the Project is to be built and maintained in an area of heavy seasonal snowfalls. The Project must be designed to manage the accumulation of snow on roofs. Roofs must designed to hold and store snow until it melts naturally, or be shed from the.roof into safe areas. Entrances to the buildings must be protected under eaves. Roofs shall be designed to minimize gutters and snowmelt systems and support structural snow loads. Neither the Owner nor the condominium association must be burdened with costs to purchase energy or maintain snow melting equipment. Architect shall demonstrate,no later than the Schematic Design stage,its approach to roof snow management issues. §12.4 No construction is permitted on Sundays, during the Food and Wine Festival in June(Friday through Sunday), Memorial Day weekend,4th of July day and/or weekend if it falls on a Friday or Monday, Labor Day weekend, Thanksgiving day, and Christmas week(12/25-1/1). §12.5 Tax-Exemption. All purchases of supplies, construction or building materials shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. The Owner's State of Colorado tax identification number is 98-04557. The Owner's Federal Tax Identification Number is 84-6000563. §12.6 Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in,or be construed as establishing an employment relationship. Architect shall be,and shall perform as,an Independent Contractor who agrees to use his or her best efforts to provide the said services on behalf of the Owner. No agent,employee,or.servant of Architect shall be, or shall be deemed to be,the employee, agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Architect. None of the benefits provided by Owner to its employees including,but not limited to,workers' compensation insurance and unemployment insurance,are available from Owner to the employees, agents or servants of Architect. Architect shall be solely and entirely responsible for its acts and for the acts of Architect's agents, employees, servants and consultants during the performance of this contract. Architect shall indemnify Owner against all liability and loss in connection with,and shall assume full responsibility for payment of all federal,state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law,with respect to Architect and/or Architect's employees engaged in the performance of the services agreed to herein. §12.7 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested,to: Owner: Architect: City Manager Charles Cunniffe, Principal City of Aspen Charles Cunniffe Architects,RC. 130 South Galena Street 610 E. Hyman Avenue Aspen,Colorado 81611 Aspen,Colorado 81611 With a copy to: , James R. True, Esq. City Attorney 130 South Galena Street Aspen,Colorado 81611 § 12.8 Non-Discrimination. No discrimination because of race,color, creed, sex,marital status,affectional or sexual orientation, family responsibility,national origin,ancestry,handicap,or religion shall be made in the employment of persons to perform services under this contract. Architect agrees to meet all of the requirements of Owner's municipal code, Section 13-98,pertaining to non-discrimination in employment. AIA Document 13101 TM—2007 forrnerly 8151 TM—1997).Copyright©1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 21 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) § 12.9 Waiver. The waiver by the Owner of any term,covenant,or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term,covenant,or condition of this Agreement can be waived except by the written consent of the Owner. Forbearance or indulgence by the Owner in any regard whatsoever shall not constitute a waiver of any term, covenant,or condition to be performed by Architect to which the same may apply and,until complete performance by Architect of said term,covenant or condition,the Owner shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. § 12.10 Execution of Agreement by Owner. This agreement shall be binding upon all parties hereto and their respective heirs,executors,administrators, successors and assigns. Notwithstanding anything to the contrary contained herein,this Agreement shall not be binding upon the Owner unless duly executed in accordance with the requirements of the Owner's municipal code by the Mayor of the City of Aspen,or a duly authorized official in his absence, following approval of City Council. §.12.11 Illegal Aliens—CRS 8.17.5.101 &24-76.5-101 .1 Purpose. During the 2006 Colorado legislative session,the Legislature passed House Bills 06-1343 (subsequently amended by HB 07-1073)and 06-1023 that added new statutes relating to the employment of and contracting with illegal aliens. These new laws prohibit all state agencies and political subdivisions,including the Owner, from knowingly hiring an illegal alien to perform work under a contract,or to knowingly contract with a Consultant who knowingly hires with an illegal alien to perform work under the contract. The new laws also require that all contracts for services include certain specific language as set forth in the statutes. The following terms and conditions have been designed to comply with the requirements of this new law. 2 Definitions. The following terms are defined in the new law and by this reference are incorporated herein and in any contract for services entered into with the Owner. .1 "E-verify program"means the electronic employment verification program created in Public Law 208, 104th Congress,as amended,and expanded in Public Law 156, 108th Congress,as amended,that is jointly administered by the United States Department of Homeland Security and the social security Administration,or its successor program. .2 "Department program"means the employment verification program established pursuant to Section 8-17.5-102(5)(c). .3 "Public Contract for Services"means this Agreement. .4 "Services"means the furnishing of labor,time,or effort by a Consultant or a subconsultant not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. .3 By signing this document, Consultant certifies and represents that at this time: 1 Consultant shall confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services;and .2 Consultant has participated or attempted to participate in either the e-verify program or the department program in order to verify that new employees are not illegal aliens. .4 Consultant hereby confirms that: 1 Consultant shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. .2 Consultant shall not enter into a contract with a subconsultant that fails to certify to the Consultant that the subconsultant shall not knowingly employ or contract with an illegal alien to perform work under the Public Contract for Services. AIA Document B101 TM—2007 formerly B151 TM—1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties�Unauthorized reproduction or distribution 22 of this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) .3 Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services through participation in either the e-verify program or the department program. .4 Consultant shall not use the either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while the Public Contract for Services is being performed. .5 If Consultant obtains actual knowledge that a subconsultant performing work under the Public Contract for Services knowingly employs or contracts with an illegal alien,Consultant shall: 1 Notify such subconsultant and the Owner within three days that Consultant has actual knowledge that the subconsultant is employing or subcontracting with an illegal alien;and .2 Terminate the subcontract with the subconsultant if within three days of receiving the notice required pursuant to this section the subconsultant does not stop employing or contracting with the illegal alien;except that Consultant shall not terminate the Public Contract for Services with the subconsultant if during such three days the subconsultant provides information to establish that the subconsultant has not knowingly employed or contracted with an illegal alien. .6 Consultant shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation that the Colorado Department of Labor and Employment undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5),C.R.S. .7 If Consultant violates any provision of the Public Contract for Services pertaining to the duties imposed by Subsection 8-17.5-102,C.R.S.the Owner may terminate this Agreement. If this Agreement is so terminated,Consultant shall be liable for actual damages to the Owner arising out of Consultant's violation of Subsection 8-17.5-102,C.R.S. § 12.12 It is agreed that neither this agreement nor any of its terms,provisions,conditions,representations or covenants can be modified, changed,terminated or amended,waived, superseded or extended except by appropriate written instrument fully executed by the parties. § 12.13 If any of the provisions of this agreement shall be held invalid,illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by.written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised of the following documents listed below: 1 AIA Document B101Tm-2007,Standard Form Agreement Between Owner and Architect,as amended. .2 AIA Document A201TM-2007,General Conditions for the Contract for Construction,as amended. .3 Other documents: Exhibit A—Schedule of Hourly Billing Rates. Exhibit B—Fee Worksheet Exhibit C—Overall Project Schedule Exhibit D—RFP dated January 5,2015, including Q&A Addendum 3 dated 1/23/2015 AIA Document B101 TM—2007 formerly 8151 TM—1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 23 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) This Agreement entered into as of the day and year first written above. OWNER ARCHITECT CITY`OF ASPEN CHARLES CUNNIFFE ARCHITECTS,P.C. (Signature) (Signature) Steven Skadron,Mayor Charles Cunniffe, President (Row deleted) AIA Document 8101 TM—2007 formerly B151 TM—1997).Copyright©1974, 1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 24 of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) This Agreement entered into as of the day and year first written above. ,OWNER' ARCHITECT 'CITYDF-ASPEN CHARLES CUNNIFFE ARCHITECTS,P.C. (Signature) (Signature) ( ,,Steven Skadron,Maor_ Charles Cunniffe,President ,(Row deleted)' l •z t , t . - t j . AIA Document 8101*"—2007.lfonmerly 8151" —1997).Copyright®1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights Init. reserved.WARNING:This AIA Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 24 of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AW software at 16:46:48 on 03/07/2015 under Order No.1 8933798481 which expires on 02/12/2016,and is not for resale. User Notes: (1483035218) Certification of Document's Authenticity AIA®Document D401 TM — 2003 I,Janet Lawler McDaniel,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:46:48 on 03/07/2015 under Order No. 1893379848_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA° Document B 101 TM—2007, Standard Form of Agreement Between Owner and Architect,as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) 1-7 h5— (Dated) AIA Document D401 TM—2003.Copyright©1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This Ale Document is protected by U:S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° Document,or any portion of it, may result in severe civil and criminal penalties,and will.be prosecuted to the maximum extentpossible'under the law.This document was produced by AIA software at 16:46:48 on 03/07/2015 under Order No.1893379848_1 which expires on 02/1212016,and is not for resale. User Notes: (1483035218)