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Home My WebLink Aboutresolution.council.058-24RESOLUTION #OSS (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND ASPEN CONSTRUCTORS, INC. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for General Contracting services for building renovations to accommodate a new theatrical rigging system between the City of Aspen and Aspen Constructors, Inc., a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that contract for �984,849.01 between the City of Aspen and Aspen Constructors, Inc., a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 14th day of May 2024. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the ity of Aspen, Colorado, at a meeting held May 14, 2024. w v Nicole Henning, City Cle DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D s��/h�AIA Insurance and Bonds This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Contractor, dated the 6th day of Mayin the year 2024 In words, indicate day, month and year.) for the following PROJECT: (Name and location or address) Wheeler Onera House Reblacement of Theatrical Rigging System 320 E. Hyman Ave. Aspen CO 81611 Project 51512, Contract 2024-251 THE OWNER: (Name, legal statics and address) The City of Aspen c/o Sara Ott 427 Rio Grande Place Aspen, Colorado 81611 Phone: (970) 920-5079 THE CONTRACTOR: (Name, legal statics and address) Aspen Constructors, Inc. 309 AABC, Unit G Aspen, CO 81611 �970)925-7608 TABLE OF ARTICLES A.1 GENERAL A.2 OWNER'S INSURANCE A.3 CONTRACTOR'S INSURANCE AND BONDS A.4 SPECIAL TERMS AND CONDITIONS ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A201T'`-2017, General Conditions of the Contract for Construction. ARTICLE A.2 OWNER'S INSURANCE Owner's Insurance: The parties hereto understand that the Owner is a member of the Colorado Intet•governmental Risk Sharing Agency (CIRCA) and as such participates in the CIRCA Property/Casualty Pool. Copies of the CIRCA 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 This document has important legal consequences. Consultation with in attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Document A201 T11-2017, General Conditions of the Contract for Construction. Article 11 of A201 TM-2017 contains additional insurance provisions. Init. AIA Document A102 — 2017 Exhibit A. Copyright ©2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA os Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:26:00 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1934969464) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1D respect to specific coverages offered by CIRSA. Owner shall provide reasonable notice of any changes in its membership or participation in CIRSA. § A.2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article A.2 and, upon the Contractor's request, provide a copy of the property insurance policy or policies required by Section A.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. § A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual general liability insurance. § A.2.3 Required Property Insurance § A.2.3.1 Unless this obligation is placed on the Contractor pursuant to Section A.3.3.2.1, the Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's risk "all-risks" completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner's property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Contractor, Subcontractors, and Sub -subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § A.2.3.1.1 Causes of Loss. The insurance required by this Section A.2.3.1 shall provide coverage for direct physical loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, or windstorm. The insurance shall also provide coverage for ensuing loss or resulting damage from error, omission, or deficiency in construction methods, design, specifications, workmanship, or materials. Sub -limits, if any, are as follows: (Indicate below the cause of loss and any applicable sub -limit.) Causes of Loss N/A Sub -Limit N/A Specific Required Coverages. The insurance required by this Section A.2.3.1 shall provide coverage for loss or damage to falsework and other temporary structures, and to building systems from testing and startup. The insurance shall also cover debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and reasonable compensation for the Architect's and Contractor's services and expenses required as a result of such insured loss, including claim preparation expenses. Sub®limits, if any, are as follows: (Indicate below type of coverage and any applicable sub -limit fof• specific required coverages.) Sub -Limit N/A Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance requited by Section A.2.3.1 or, if necessary, replace the insurance policy required under Section A.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § A.2.3.1.4 Deductibles and Self -Insured Retentions. If the insurance required by this Section A.2.3 is subject to deductibles or self -insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § A.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner's occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance Init. AIA Document A102 — 2017 Exhibit A. Copyright ©2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA os Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:26:00 ET on 05/06/2024 under Nt.fi Order No.4104244733 which expires on 08/21l2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract t Documents Terms of Service. To report copyright violations, e-mail docInfOLWalacontraCLs,com. User Notes: (1934969464) DocuSign Envelope ID: DDECFI4D-7D75-45E9-98EA-10DE43322A1 D company or companies providing the insurance under Section A.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing. § A.2.3.31nsurancefnr Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, "all-risks" property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. § A.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ N/A § A.2.4.1 Loss of Use, Business Interruption, and Delay in Completion Insurance, to reimburse the Owner for loss of use of the Owner's property, or the inability to conduct normal operations due to a covered cause of loss. [ N/A ] § A.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition, construction, repair, replacement or use of the Project. [ N/A § A.2.4.3 Expediting Cost Insurance, for the reasonable and necessary costs for the temporary repair of damage to insured property, and to expedite the permanent repair or replacement of the damaged property. [ N/A N/A Init. AIA Document A102 — 2017 Exhibit A. Copyright ©2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA os Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:26:00 ET on 05/06/2024 under 3 �-r Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract t Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1934969464) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1D { --�--§ A.2.4.6 Ingresslgress Insurance, for loss due to the necessary interruption of the insured's business due to physical prevention of ingress to, or egress from, the Project as a direct result of physical damage. - . . � • f . ♦ �!<�h�. .. � ,, -" �.<..Jll rls llt��i�lrl.\.1�17.1�1'1 § A.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance.) [ N/A § A.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below.) [ N/A § A.2.5.2 Other Insurance (List beloww any other insurance covet age to be pi ovided by the Owner and any applicable limits.) Limits § A.3.1.1 Certificates of Insurance. The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article Al at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner's written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and Section A.3.3.1. The certificates will show the Owner as an additional insured on the Contractor's Commercial General Liability and excess or umbrella liability policy or policies. Contractor shall be subject to all conditions and terms stated and specified in Article 11, Insurance and Bonds within AIA A201-2017 General Conditions of the Contract for Construction. § A.3.1.2 Deductibles and Self -Insured Retentions. The Contractor shall disclose to the Owner any deductible or self - insured retentions applicable to any insurance required to be provided by the Contractor. § A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage to include (1) the Owner, the Architect, and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner's general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect's consultants, CG 20 32 07 04. AIA Document A102 — 2017 Exhibit A. Copyright OO 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA os Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:26:00 ET on 05/06/2024 under Order Kin .4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract fi Documents° Terms of Service. I copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1934969464) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D Contractor's Required Insurance Coverage § A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Contractor is required to maintain insurance fof• a duration othef• than the expiration of the period for correction of Work, state the duration.) § A.3.2.2 Commercial General Liability § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than ONE MILLION DOLLARS ($ 1,000,000.00 ) each occurrence, TWO MILLION DOLLARS ($ 21000,000600 ) general aggregate, and TWO MILLION DOLLARS ($ $2,000,000.00 ) aggregate for products -completed operations hazard, providing coverage for claims including Adamages because of bodily injury, sickness or disease; including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Contractor's indemnity obligations under Section 3.18 of the General Conditions. § A.3.2.2.2 The Contractors Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Contractor's Work arising out of the products -completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. . 5 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi -family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Contractor, with policy limits of not less than ONE MILLION DOLLARS ($ 1,000,000.00 )per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. § A.3.2.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. Init. AIA Document A102 — 2017 Exhibit A. Copyright ©2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:26:00 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract � Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1934969464) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D § A.3.2.5 Workers' Compensation at statutory limits. § A.3.2.6 Employers' Liability with policy limits not less than ONE MILLION DOLLARS ($ 1,000,000.00 ) each accident, ONE MILLION DOLLARS ($ 1,000,000.00 ) each employee, and ONE MILLION DOLLARS ($ 120004000000 ) policy limit. Now § A.3.3 Contractor's Other Insurance Coverage § A.3.3.1 Insurance selected and described in this Section A.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: If the Contractor is required to maintain any of the 1)�pes of insurance selected beloi'v for a duration other than the expiration of the period for correction of TIVork, state the duration.) § A.3.3.2 The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1. (Select the types of insurance the Contractor• is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [ N/A j § A.3.3.2.1 Property insurance of the same type and scope satisfying the requirements identified in Section A.2.3, which, if selected in this section A.3.3.2.1, relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section A.2.301.3 and Section A.2.3.3. The Contractor shall comply with all obligations of the Owner under Section A.2.3 except to the extent provided below. The Contractor shall disclose to the Owner the amount of any deductible, and the Owner shall be responsible for losses within the deductible. Upon request, the Contractor shall provide the Owner with a copy of the property insurance policy or policies required. The Owner shall Init. AIA Document A102 — 2017 Exhibit A. Copyright OO 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:26:00 ET on 05/06/2024 under 6 �-r Order No.4104244733 which expires on 08l21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1934969464) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (IVhere the Contractor's obligation to provide property insurance diers from the Owner's obligations as described under Section A.2.3, indicate such differences in the space belol,v. Additionally, if a pai4ty other than the Owner ivill be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article 11 of the General Conditions, indicate the responsible paf4ty below.) r� A.3.3.2.3 Asbestos Abatement Liability Insurance, with policy limits of not less than ($ )per claim and ($ ) in the aggregate, for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos -containing materials. [ Nl� § A.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an "all-risks" completed value form. [ N� § A.3.3.2.5 Property insurance on an "all-risks" completed value form, covering property owned by the Contractor and used on the Project, including scaffolding and other equipment. [ N/� § A.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage __ Limits Performance Bond and Payment Bond The Contractor shall provide surety Uonds, from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located, as follows: (Speck type and penal sum of bonds.) Type Payment Bond Performance Bond Penal Sum ($9:98)100% $956 164.09 Contract Total $956 164.09 Contract Total (Bond Fee 3%max of contract total Payment and Performance Bonds shall be AIA Document A312TM, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312TM, current as of the date of this Agreement. ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: NIA Init. AIA Document A102 — 2017 Exhibit A. Copyright ©2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:26:00 ET on 05/06/2024 under �q,'t` Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract � Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1934969464) 0 DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D :,IWO =`•�'=AIA Document Al 02' 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the 6th day of May in the year 2024 In words, indicate day, month and year .) BETWEEN the Owner: (Name, legal statzrs, address and other information) The City of Aspen c/o Sara Ott 427 Rio Grande Place Aspen, Colorado 81611 Phone: (970) 920-5079 and the Contractor: (Name, legal status, address and other information) Aspen Constructors, Inc. 309 AABC, Unit G Aspen, CO 81611 �970) 925-7608 for the following Project: (Name, location and detailed description) Wheeler Opera House Replacement of Theatrical Ri egg n� System 320 E. Hyman Ave. Aspen CO 81611 Project 51512, Contract 2024=251 The Architect: (Name, legal staters, address and other information) Barbizon Liaht of the Rockies. Inc. 8269 E. 23rd Ave. Suite 111 Denver, CO 80238 Phone: 303-394-9875 *Barbizon Contracted under Barbizon Light of the Rockies. Inc.: ME Engineers 14143 Denver West Pkwy, Suite 300 Golden, CO 80401Phone: 303-421-6655 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. The parties should complete A102T""-2017, Exhibit A, Insurance and Bonds, contemporaneously with this Agreement. AIA Document A201 TM-2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Martin/Martin Consulting Engineers 12499 West Colfax Ave. Init. AIA Document A102 — 2017. Copyright©1920I 19251 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time M fi t use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@a iacontracts.com. User Notes: (1886018121) Il DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1D Lakewood CO 60213 Phone: 303.431.6100 The Owner and Contractor agree as follows. Init. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 2 �-r This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time � use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1D SPECIAL TERMS AND CONDITIONS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 16. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to fiunish efficient business administration and supervision; to fiunish at all times an adequate supply of Init. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. �� This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 4.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ ] The date of this Agreement. [ X ] A date set forth in a notice to proceed issued by the Owner. [ ] Established as follows: (Insert a date or a means to determine the date of commencement of the ihork) If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 4.2 The Contract Time shall be measured from the date of commencement of the Work. § 4.3 Substantial Completion § 4.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete the necessary information.) [ ] Not later than ( )calendar days from the date of commencement of the Work. [ X ] By the following date: 12/13/24. All VA Constructors Permits are closed out. All necessary work of Aspen Constructors is completed to allow other parties to complete their work. Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates. Portion of Work N/A Substantial Completion Date the Contractor fails to achieve Substantial Completion as provided in this Section 4.3, liquidated damages, if any, shall be assessed as set forth in Section 5.1.6. ARTICLE 5 CONTRACT SUM § 5.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's Fee. § 5.1.1 The Contractor's Fee: (State a lump sum, percentage of Cost of the YVork, or• other provision for determining the Contractor's Fee.) $81,865.30 Guaranteed Fee if final billing is $984,849.01 or less. 10%additional Fee on Subcontracts, Materials, and Equipment on any increase in contract value over 984,849.01 § 5.1.2 The method of adjustment of the Contractor's Fee for changes in the Work: 10% on Subcontracts, Materials, and Equipment § 5.1.3 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os (nit• Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. � , 4. This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time l ' use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1D 10% 11mit Rental rates for Contractor®owned equipment shall not exceed Zero percent (0 %) of the standard rental rate paid at the place of the Project. § 5.1.5 Unit prices, if any: (Identify the item and state the unit price and quantity limitations, if any, to ivhich the unit price hill be applicable.) Item Michael Bassi Justin LaBier Kyle Sauder Michael Tanguay ACI Labor General Conditions Units and Limitations $150/hr $150/hr 110/hr 150/hr $95/hr $1,474.20 per calendar day or actual cost whichever is less, for schedule extensions § 5.1.6 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any.) $2,500/day starting February 1St, 2025 for the Contractors responsible scope and Contractors permit close out unless schedule impact is caused by others. ACI does not have a contract or control over Barbizon of the Rockies and therefore cannot be subject to their completion, which effects Substantial Completion and consequently Liquidated Dama ems. § 5.1.7 Other: (Insert provisions for' bonus, cost savings or other' incentives, if any, that might r esztlt in a change to the Contract Sum.) N/A § 5.2 Guaranteed Maximum Price § 5.2.1 The Contract Sum is guaranteed by the Contractor not to exceed ($ 984,849.01 ), subject to additions and deductions by Change Order as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. § 5.2.2 Alternates § 5.2.2.1 Alternates, if any, included in the Guaranteed Maximum Price: Item N/A Price Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Otvner to accept the alternate.) Item N/A Allowances, if any, included in the Guaranteed Maximum Price: (Identify each allowance.) os �nit. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. M-fi This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1886018121) 0 DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D Item See Exhibit B - G703 Schedule of Values and attached construction estimate Price § 5.2.4 Assumptions, if any, upon which the Guaranteed Maximum Price is based: (Identify each assumption.) Aspen Constructors Inc as General Contractor will coordinate with Ci of Aspen Staff &Barbizon of The Rockies for necessary building renovations required to accommodate the new theatrical rigging system. Responsibilities will include schedule coordination permit coordination structural steel work electrical work, control work plumbing & sprinkler work, drywall work, hoisting materials, providing dumpster and temporary toilets and protecting existing materials/finishes as needed. Permit Fees are to be paid by Owner. Scope by others not included in Aspen Constructors Contract: • Barbizon shall provide preconstruction services to coordinate design, schedule, and logistics. • Barbizon shall provide Professional Design Services to detail and document the required changes to the building by Construction Trades • Barbizon shall remove existing rigging — to include pipe battens, wire rope, loft blocks, and chain hoists. • Barbizon shall remove existing fire curtain. • Barbizon shall provide and install a complete ETC Prodigy ystem including but not limited to: • Barbizon shall provide and install 16) ETC Prodigy P90OG Exo oo Hoists and all associated hardware. • Barbizon shall provide and install 7) ETC Prodigy P140OG Exo Hoists and all associated hardware. • Barbizon shall provide 1) ETC Prodigy Preset Handheld controller. • Barbizon shall provide and install? stage electrics with cable management system. • Barbizon shall provide and install 8) custom light ladders with motorized nested telescoping truss booms. • Barbizon shall provide and install a complete stage curtain & curtain track as reflected on drawings including but not limited to: • Motorized Main Curtain track with local control Main Valence, Borders, Sets Legs, Cyclorama, Upstage Travelers, Scrim • Barbizon is responsible for their own crane. Scone included in Aspen Constructors Contract if not clear _byll attached exhibits and original Request for Proposal: • Provide waste removal and/or recycling services as required by local codes. • Demolition or removal of existing catwalk conduits drywall, framing or other existing items required for the installation of new scope. • Provide and install new rigging _grid in the area of existing catwalk. • Provide and install new I -beams to support Prodigy Exo Hoists. • Install all structural steel per contract document, including crane fees. • Modify or adjust drywall faint and finishes to accommodate all new systems and structure. • Modification to electrical service to support Prodigy Exo Hoists. • Provide and install all wiring conduit and other necessary equipment to provide power to Prods Exo Hoists. • Provide and install all wiring conduit and other necessar�quipment to provide data to Prodigy Exo Hoists. • Modify theatrical dimming circuits at over stage to support new Stage Electrics. • Provide and install all wiring conduit and other necessaryquipment to provide data to new Stage Electrics. • Modify or adjust plumbing HVAC fire alarm and sprinkler system to accommodate new rigging system if required. • Final clean - Final clean by Aspen Constructors is limited to the stage, rigging area, attic, or theater only where work is conducted. The protection and cleaning of the entire Opera House and entire building outside the work area is by Wheeler Opera House staff or others. Aspen Constructors has not budgeted any time or funds for protection or cleaning of all the theater seats all the carpet all the millwork, or any other element of the building All protection & cleaning other than where work is being_ performed is specifically excluded. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os knit. Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. �-r This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on OS/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AlA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECFI4D-7D75-45E9-98EA-10DE43322A1D § 5.2.5 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 5.2.6 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed -upon assumptions contained in Section 5.2.4. The Owner shall promptly furnish such revised Contract Documents to the Contractor•. The Contractor shall notify the Owner and Architect of any inconsistencies between the agreed -upon assumptions contained in Section 5.2.4 and the revised Contract Documents, ARTICLE 6 CHANGES IN THE W®RK § 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Article 7 of AIA Document A201Tm--2017, General Conditions of the Contract for Construction. § 6.2 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017, as they refer to "cost" and "fee," and not by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in Article 7 of AIA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Contractor's Fee as defined in Section 5.1.1 of this Agreement. § 6.4 If no specific provision is made in Article 5 for adjustment of the Contractor's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Article 5 will cause substantial inequity to the Owner or Contractor, the Contractor's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance oI the Work. The Cost of the Work shall include only the items set forth in this Article 7. § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner's prior approval, the Contractor shall obtain such approval in writing prior to incurring the cost. § 7.1.3 Costs shall be at rates not higher than the standard paid at the place of the Project, except with prior approval of the Owner. § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction worket•s directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner's prior approval, at offsite workshops. § 7.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site and performing Work, with the Owner's prior approval. § 7.2.2.1 Wages or salaries of the Contractor's supervisory and administrative personnel when performing Work and stationed at a location other than the site, but only for that portion of time required for the Work, and limited to the personnel and activities listed below: (Identify the personnel, type of activity and, if applicable, any agreed upon percentage of time to be devoted to the TVork.) Wages or salaries of the Contractor's supervisory and administrative personnel is a fixed amount as stipulated in the GMP estimate for the duration of the proiect schedule and can be billed towards 01-100 Project Manasier Init. AIA Document A102 - 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. �-r This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1886018121) 1 DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D § 7.2.3 Wages or salaries of the Contractor's supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. Costs paid or incurred by the Contractor, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments, and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. § 7.2.5 If agreed rates for labor costs, in lieu of actual costs, are provided in this Agreement, the rates shall remain unchanged throughout the duration of this Agreement, unless the parties execute a Modification. § 7.3 Subcontract Costs Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs, including transportation and storage at the site, of materials and equipment incorporated, or to be incorporated, in the completed construction. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment, and tools, that are not fully consumed, shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Contractor shall mean fair market value. § 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Contractor, or a related party as defined in Section 7.8, shall be subject to the Owner's prior approval. The total rental cost of any such equipment may not exceed the purchase price of any comparable item. § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5.4 Costs of the Contractor's site office, including general office equipment and supplies. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § 7.6 Miscellaneous Costs § 7.6.1 Premiums for• that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract Documents, with the Owner's prior approval. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Contractor, with the Owner's prior approval. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os �rtit• Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 8 This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes. (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1D § 7.6.2 Sales, use, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Contractor is liable. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Contractor is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201 2017 or by other provisions of the Contract Documents, and which do not fail within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents. § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents, payments made in accordance with legal judgments against the Contractor resulting from such suits or claims, and payments of settlements made with the Owner's consent, unless the Contractor had reason to believe that the required design, process or product was an infringement of a copyright or a patent, and the Contractor failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201-2017. The costs of legal defenses, judgments, and settlements, shall not be included in the Cost of the Work used to calculate the Contractor's Fee or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site, with the Owner's prior approval. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.8 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.9 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contt actor after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § 7.6.10 Expenses incurred in accordance with the Contractor's standard written personnel policy for relocation and temporary living allowances of the Contractor's personnel required for the Work, with the Owner's prior approval. § Mal That portion of the reasonable expenses of the Contractor's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work, with the Owner's prior approval. § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document A201-2017. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, ot• failure to fulfill a specific responsibility by, the Contractor, and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance, sureties, Subcontractors, suppliers, or others. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, the term "related party" shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Contractor; (2) any entity in which any stockholder in, or management employee of, the Contractor holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Contractor; or (4) any person, or AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os Init. Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 9 j�,t'j` This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21l2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D any member of the immediate family of any person, who has the right to control the business or affairs of the Contractor. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party, the Contractor shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Contractor shall procure the Work, equipment, goods, or service, from the related party, as a Subcontractor, according to the terms of Article 10. If the Owner fails to authorize the transaction in writing, the Contractor shall procure the Work, equipment, goods, or service from some person or entity other than a related patty according to the terms of Article 10. ARTICLE 8 COSTS NOT TO BE REIMBURSED . § 8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 15; .2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Contractor or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; .3 Expenses of the Contractor's principal office and offices other than the site office; .4 Overhead and general expenses, except as may be expressly included in Article 7; .5 The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work; .6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Contractor, Subcontractors, and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .7 Any cost not specifically and expressly described in Article 7; and .8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS § 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained. § 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS § 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or other appropriate agreements with the Contractor. The Owner may designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Contractor shall deliver such bids to the Architect and Owner with an indication as to which bids the Contractor intends to accept. The Owner then has the right to review the Contractor's list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 10.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Contractor of its responsibility to perform the Work in accordance with the Contract Documents. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. § 10.1.1 When a specific subcontractor or supplier (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract 1111t. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. �t,(•'r This document was produced at 12:20:23 ET on 05/06/2024 under Order N0.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 10.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the Owner's prior written approval. If a subcontract is awarded on the basis of cost plus a fee, the Contractor shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Contractor in Article 11. The Contractor shall keep full and detailed records and accounts related to the Cost of the Work, and exercise such controls, as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor's records and accounts, including complete documentation supporting accounting entries, books, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, Subcontractor's invoices, purchase orders, vouchers, memoranda, and other data relating to this Contract. The Contractor shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. § 12.1.1 Based upon Applications for Payment submitted to the �,y.�, +r,o n,.^�,;+^ + +r,^ owner. The Owner shall make progress payments on account of the Contract r u .nvr Sum, to the Contractor, as provided below and elsewhere in the Contract Documents. § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: N/A § 12.1.3 Provided that an Application for Payment is received by the ^ •�Owner not later than the last day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the last day of the following month. If an Application for Payment is received by the Architect and Owner after the application date fixed above, payment of the amount certified shall be made by the Owner not later than 35 ( ) days after the - teet Owner receives the Application for Payment. 'Federal, state or local laws may require payment within a certain period of time.) § 12.1.4 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor's Fee. § 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Contractor's Fee. § 12.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the ^ ^ ~^'owner may require. The schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 12.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 12.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. Init. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 11 �Lfi This document was produced at 12:20:23 ET on 05/06l2024 under Order No.4104244733 which expires on 08/21l2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D § 12.1.5.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values, the Contractor shall submit supporting documentation to the ^ •Owner. § 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work and for which the Contractor has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 12.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows. § 12.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Architect or Owner determines, in the Architect's or Owner's professional judgment, to be reasonably justified; and .4 The Contractor's Fee, computed upon the Cost of the Work described in the preceding Sections 12.1.7.1.1 and 12.1.7.1.2 at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work included in Sections 12.1.7.1.1 and 12.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 12.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the ^ ,.,,thee. h , nwnerhas previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect or Owner may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201-2017; .5 The shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 12.1.8. § 12.1.8 Retainage § 12.1.8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert apercentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing Icn-v.) 5% § 12.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) Insurance &Bond fees AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os (nit• Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. �� This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@a iaco ntracts.com. User Notes: (1886018121) 12 DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1D § 12.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 12.1.8.1 is to be mod f ed prior to Substantial Completion of the entire TTI"ork, insert provisions for such modification.) N/A § 12.1.8.3 Except as set forth in this Section 12.1.8.3, upon Substantial Completion of the Work, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 12.1.8. The Application for Payment submitted at Substantial Completion shall not include retainage as follows: (Insert any other conditions for• release of retainage, such as upon completion of the Owner's aardit and reconciliation, upon Substantial Completion.) After retainate t-elease is publicly advertised to satisfy local municipal code and no claims are received § 12.1.9 If final completion of the Work is materially delayed through no fault of the Contractor, the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201-2017. § 12.1.10 Except with the Owner's prior written approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 12.1.11 The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors, and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 12.1.12 In taking action on the Contractor's Applications for Payment the ^_�'wner shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor, and such action shall not be deemed to be a representation that (1) the a �•r� '��e-t�-Owner has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 12.1.4 or other supporting data; (2) that the Architect or Owner has made exhaustive or continuous on -site inspections; or (3) that the ^ +wner has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 12.2 Final Payment § 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract, except for the Contractor's responsibility to correct Work as provided in Article 12 of AIA Document A201-2017, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the "+=-Owner in accordance with Section 1202024 Within 30 days of the Owner's receipt of the Contractor's final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. § 12.2.2.1 If the Owner conducts an audit of the Cost of the Work, the Owner shall, within 10 days after completion of the audit, submit a written report based upon the auditors' findings to the "•� ontractor. § 12.2.2.2 Within seven days after receipt of the written report described in Section 12.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 12.2.1 have been met, the ^ •^rinj^Owner will either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor a„a� in writing of the -^ •-e'�: eVws Owner's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017. The time periods stated in this Section 12.2.2 supersede those stated in Init. AIA Document A102 — 2017. Copyright OO 1920, 1925, 1951, 1958, 19613 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 13 �� This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECFI4D-7D75-45E9-98EA-10DE43322A1 D Article 9 of AIA Document A201-2017. The Architect is not responsible for verifying the accuracy of the Contractor's final accounting. If the Owner's auditors' report concludes that the Cost of the Work, as substantiated by the Contractor's final accounting, is less than claimed by the Contractor, the Contractor shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201-2017. A request for mediation shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the ",, t's Owner's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the Contractor the amount certified in the n ,.ehite is Owner's final Certificate for Payment. § 12.2.3 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the k -^'�et's =Owner's final Certificate for Payment, or as follows: After retaina�e release is publicly advertised to satisfy local municipal code and no claims are received. § 12.2.4If, subsequent to final payment, and at the Owner's request, the Contractor incurs costs, described in Article 7 and not excluded by Article 8, to correct defective or nonconforming Work, the Owner shall reimburse the Contractor for such costs, and the Contractor's Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 5.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 12.2.4 in determining the net amount to be paid by the Owner to the Contractor. § 12.31nterest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. Insert fate of interest agreed upon, if any.) N/A ARTICLE 13 DISPUTE RESOLUTION § 13.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017, unless the parties appoint below another individual, not a party to the Agreement, to serve as Initial Decision Maker. If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) N/A § 13.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article method of binding dispute resolution shall be as follows: (Check the appropriate box.) 15 of AIA Document A201-2017, the [ X ] Arbitration pursuant to Section 15 of AIA Document A201-2017 [ ] Litigation in a court of competent jurisdiction [ ] Other (Specify) AIA Document A102 —2017. Copyright©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os knit• Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. �-r This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time t use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1D If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 14 TERMINATION OR SUSPENSION § 14.1 Termination § 14.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-2017. § 14.1.2 Termination by the Owner for Cause § 14.1.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201-2017, the amount, if any, to be paid to the Contractor under Article 14 of AIA Document A201-2017 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; .2 Add the Contractor's Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; and A Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A201-2017. § 14.1.2.2 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 14.1.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 14, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual tights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of or method for determining the fee, if any, pctyable to the Contractor following a termination for the Owner's ne's convenience.) Reimbursement of project costs to -date as it relates to the schedule of values in the contract terms § 14.2 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201-2017, except that the term "profit" shall be understood to mean the Contractor's Fee as described in Article 5 and Section 6.4 of this Agreement. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 15.2 The Owner's representative: (Name, address, email address and other information) Perry Klees ies The City of Aspen 427 Rio Grande Place Aspen, Colorado 81611 AIA Document A102 — 2017. Copyright O 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os �ntt• Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 15 This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on OS/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D Phone: (9701216-3674 § 15.3 The Contractor's representative: (Name, address, email address and other information) Michael Tanguay Aspen Constructors, Inc. 309 AABC, Unit G Aspen, CO 81611 (970) 925-7608 § 15.4 Neither the Owner's nor the Contractor's representative shall be changed without ten days' prior notice to the other party. § 15.5 Insurance and Bonds § 15.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A102TM-2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 15.5.2 The Contractor shall provide bonds as set forth in AIA Document A102TM-2017 Exhibit A, and elsewhere in the Contract Documents. § 15.6 Notice in electronic format, pursuant to Article 1 of AIA Document A201-2017, may be given in accordance with AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203-2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and lvhether and holy the system will be required to generate a read receipt for the transmission) § 15.7 Other provisions: ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS § 16.1 This Agreement is comprised of the following documents, .1 AIA Document A102TM-2017, Standard Form of Agreement Between Owner and Contractor .2 AIA Document A102TM-2017, Exhibit A, Insurance and Bonds .3 AIA Document A201 TM-2011, General Conditions of the Contract for Construction „a: *P4 • Exhibit B - G703 Schedule of Values • Exhibit C —Aspen Constructors Estimate Dated 4.11.24 • Exhibit D — Aspen Constructors Schedule Dated 4.11.24 • Exhibit E — Aspen Constructors Project Construction Management Plan (nit. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. � 6 This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time fi use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1D Exhibit F — Contract Documents & Specifications .5 Drawings Number Title Date Exhibit F 6 Specifications Section Title Date Pages Exhibit F .7 Addenda, if any: Number Date Pages N/A Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 16. .� Other Exhibits: (Check all boxes that apply.) [ ] AIA Document E204T"'-2017, Sustainable Projects Exhibit, dated as indicated below: (Insert the date of the E204-2017 incorporated into this Agreement.) [ ] The Sustainability Plan: Title Date Pages N/A [ ] Supplementary and other Conditions of the Contract: Document Title Date Pages N/A .9 Other documents, if any, listed below: (List hef•e any additional documents that ar•e intended to form part of the Contract Documents. AIA Document A201 2017 provides that the advertisement or invitation to bid, Instructions to Biddeu•s, sample fos4ms, the Contractor's bid or proposal, portions ofAddenda relating to bidding or proposal requirements, and other infou•rnation futrnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) NIA ARTICLE 17 SPECIAL TERMS AND C®NDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement. 17.1 Tax -Exemption. All purchases of supplies, construction or buildingaterials 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 84-60005630 Init. AIA Document A102 — 2017. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017, All rights reserved. "The American os Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time t use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1886018121) m DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D § 17.2 Independent Contractor Status. It is expressly acknowledged and understood byparties that nothing contained in this agreement shall result in or be construed as establishingan n employment relationship. Contractor shall be, and shall perform as, an Independent Contractor who agrees to use his or her best efforts to provide the said services on behalf of the Owner. No agent, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of the Owner. Owner is interested only in the results obtained under this contract. The manner and means of conducting the work are under the sole control of Contractor. None of the benefits provided by Owner to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from Owner to the employees, agents or servants of Contractor. Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and consultants during the performance of this contract. Contractor shall indemnify Owner against all liability and loss in connection with, and shall assume full responsibifily for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Contractor and/or Contractor's employees engaged in the performance of the services agreed to herein. § 17.3 Notice. Any written notices as called for herein may be hand delivered to the respective persons and/or addresses listed below or mailed by certified mail return receipt requested, to: Owner: City Mana�et• City of Aspen 427 Rio Grande Place Aspen, Colorado 81611 With a copes James R. True, Esg. City Attorney 427 Rio Grande Place Aspen, Colorado 81611 & 17.4Nnn-Discrimination. No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this contract. Contractor agrees to meet all of the requirements of Owner's municipal code, Section 13-98, pertaining to non-discrimination in employment. § 17.5 Waiver. The waiver by the Owner of any_term , covenant, or condition hereof shall not operate as a waiver of any, subsequent breach of the same or any other term. No term, covenant, or condition of this Agreement can be waived except by the written consent of the Owner. Forbearance or indulgence by the Owner in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Contractor to which the same may apply and, until complete performance by Contractor of said term, covenant or condition, the Owner shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. � 17.6 Execution of Agreement by Owner. This agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors and assigns. Notwithstanding anything to the contrary contained herein, this Agreement shall not be binding upon the Owner unless duly executed in accordance with the requirements of the Owner's municipal code by the Mayor of the Cily of Aspen, or a duly authorized official in his absence, following approval of City Council. 17.7 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_pursuam to Lite authority established in Subsection 8-17.5-102 (5), C.R.S. 17.8 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 AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os (nrt' Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. ,� $ This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on 08/21/2024, is not for resale, is licensed for one-time M fi use ® onlyand may only be used in accordance with the AIA Contract Documents , Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1886018121) DocuSign Envelope ID: DDECF14D-7D75-45E9-98EA-10DE43322A1 D 8-17.5-102, C.R.S. §17.7 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. § 17.10 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. § 17.11 Electronic Signatures and Electronic Records This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents or a paper copy of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic signature or that it is not in its original form or is not an original. This Agreement entered into as of the day and year first written above. Signed by: /71 OWNER (Stan•e) Sara G. 6tt pity Manager (Printed name and title) DocuSigned by: CONTRACTOR (Signatzv•e) Michael Tanguay President (Printed name and title) 5/6/2024 � 2:11:17 PM PDT Init. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American os Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. M.fi This document was produced at 12:20:23 ET on 05/06/2024 under Order No.4104244733 which expires on OS/21/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1886018121)