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HomeMy WebLinkAboutresolution.council.016-25I:I Lie]•► Ra we (Series of 2025) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND HASKELL 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 the construction of water infrastructure, between the City of Aspen and Haskell a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for Construction of water infrastructure in Aspen between the City of Aspen and Haskey, 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 1 I' day of February 2025, Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, February 11', 2025. Nicole Henning, Citj�lerk Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 1 .11 � 1Fog) I II Better Projects, Tagett�era Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement � Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 Copyright ©2023 Water Collaborative Delivery Association. All rights reserved. WCDA NO. CMAR-105-2023 By using this WCDA template document, you agree to the terms outlined below: The Water Collaborative Delivery Association (WCDA) provides this template document for general educational purposes only. Because every project has unique characteristics and requirements, owners and other industry participants should obtain advice from an experienced CMAR professional on how the general principles and guidance contained in this publication apply to a particular project. This publication does not constitute and should not be considered to be legal advice. Parties seeking legal advice should consult with legal counsel familiar with their particular circumstances. You acknowledge that WCDA documents are protected by US and international copyright laws. Content used for any purpose must maintain unaltered copyright and other proprietary notices, including attribution to Water Collaborative Delivery Association as the source of the content. All copies you make of our content to distribute must carry the following notice: "Reproduced with permission. Copyright ©2023 Water Collaborative Delivery Association. All rights reserved." This WCDA template document cannot be sold or otherwise monetized by owners or other entities. This template can be reproduced and modified, where indicated, for procurement and education purposes only. This document was developed by WCDA with the support and review of our members via a pro Bono task force of dedicated subject matter experts, including Jessica Adams -Weber, PE (HDR), David Rieken, Jr., PE, DBIA, ENV SP (Sundt Construction), Catherine Lang, Esq. (HDR), Michael C. Loulakis, Esq., FDBIA (Capital Project Strategies, LLC), Peter W. Tunnicliffe, PE, DBIA, CIRM (CDM Smith), and Paul Franke, Esq. (Polsinelli). Water Collaborative Delivery Association PO Box 13333, 951 20th Street Denver, CO 80201 303-641-0550 info( a DWaterCollaborativeDelivery.orq A/ww.watercollaborativedeliverV.org Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement I I Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 CONTENTS ARTICLE 1 —Definitions................................................................................... 2 ARTICLE 2 —CMAR Responsibilities.............................................................. 8 ARTICLE 3 —Owner Responsibilities.............................................................. 9 ARTICLE 4 —Subcontracts and Labor Relations.........................................10 ARTICLE5 —Time...........................................................................................11 ARTICLE 6 —Compensation...........................................................................14 ARTICLE7 —Changes....................................................................................15 ARTICLE8 —Payment....................................................................................15 ARTICLE 9 —Liability......................................................................................15 ARTICLE 11 —Miscellaneous Provisions......................................................17 Exhibit A —General Conditions to Agreement ............................................... 23 Exhibit B—CMAR Phase I Preconstruction Scope of Services .................... 24 Exhibit C—Phase I Notice to Proceed............................................................25 Exhibit D—Phase I Early Works) Package(s)................................................ 26 Exhibit D.1—Phase I Early Works) Packages) Amendment Form .............27 Exhibit E—Phase II Construction Price Amendment .................................... 28 Exhibit F—Initial Schedule of Work................................................................ 29 Exhibit G—Project Technical Scheduling Requirements .............................. 30 Exhibit H—Preconstruction Phase Services Hourly Rate Schedule............31 Exhibit I —Project Technical Performance Requirements ............................. 32 Exhibit J—Project Insurance Requirements; Attachment 16 to Phase II Construction Price Amendment -Insurance and Bond Requirements....... 33 Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement III Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 Aspen Water Treatment Facility Improvements Agreement Between Owner and Construction Manager at -Risk (CMAR) Agreement This Agreement is made this 11th day of February in the year 2025 (the "Contract Date"), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by and between the OWNER City of Aspen 427 Rio Grande Place Aspen, CO, 81611 and the CONSTRUCTION MANAGER AT -RISK (CMAR): The Haskell Company 1667 Cole Blvd., Suite 250 Lakewood, CO, 80401 for services in connection with the following Project: PROJECT NO.: 2024-452 PROJECT NAME: 51757 WATER TREATMENT FACIL PROJECT LOCATION: ASPEN, COLORADO IMPROVEMENTS PROJECT SUMMARY: The Aspen Water Treatment Facility (WTF) serves a population of approximately 307000 customers and has not undergone significant upgrades since the East Plant was constructed in 1985. The City of Aspen (City or Owner) recently completed conceptual design for a wide range of upgrades at the WTF. These upgrades are generally geared towards improving automation, increasing filter run times, reducing turbidity breakthrough, and rehabilitating aging equipment, processes, and site conditions. Specific improvements include filter media and underdrain replacement, filter valve replacement, backwash pump replacement and associated electric and controls upgrades to support filtration upgrades. Specific improvements include new liquid bleach and fluoride building with new storage tanks and feed systems and associated operator safety eyewash and shower stations, secondary containment and electric and controls to support. In addition, new chemical building to include new potable water entry point instrumentation and flowmeters incorporated into the new building. Specific improvements include new residuals handling pond, existing pond upgrades, and permanent drying bed. Specific improvements include new filtered water piping, Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 1 Docusign Envelope ID: D952292E-AD6F-4538-87CA-55C2C3CE8B17 chemical delivery point, and potable water piping near existing clearwell. Specific improvements include new pre-treatment building and facility with rapid mix system, coagulant and flocculent aide feed and storage systems, and three trains of flocculation, settling, and sludge removal equipment. New pre-treatment building to have raw water piping connections to existing raw water lines from reservoir and connect pipelines that feed settled water channels at both East and West filter plants. Specific improvements include stormwater, building drainage, and exterior paving improvements. PROJECT PHASING: Owner has not planned to fully fund the entire project scope design by the Engineer, Garver, but only portions of the work that the Owner can self -fund through rate payer revenues. See Exhibit F — Initial Schedule of Work for a preliminary construction schedule by process area based on Engineer's Opinion of Probable Construction Cost (EOPCC) and available Owner funding. Owner can fully self -fund first two work packages based on EOPCC. NOTE: Owner plans to work with CMAR and Engineer to understand pricing for the entire scope and then decide to deliver project as currently planned in separate Work packages, as separate Work packages with larger or smaller scope, or as one construction package. Notice to the Owner and/or CMAR (each individually a "Party" and collectively, the "Parties") shall be given at the above addresses. Accordingly, the Parties hereto hereby agree as follows. ARTICLE 'I Definitions 1.1 Definitions 1.1.1 "Agreement" means this Agreement between Owner and CMAR (where the Basis of Payment is the Cost of the Work plus CMAR's Fee with a Guaranteed Maximum Price or a Lump Sum, as modified by the Parties, and the exhibits and attachments made part of this Agreement upon its execution), as modified by subsequent Amendments. 1.1.2 "Allowance" is an estimated sum to be used as Owner directs for categories of Work that cannot be established at the time the GMP or Fixed Price are agreed upon. Owner can direct Work under Allowances only up to the established amount. Any work directed over the established Allowance amount is to be processed by Change Order to CMAR. 1.1.3 "Applicable Law" or "Applicable Laws" means, collectively, all applicable federal, state, and local laws, statutes, rules, regulations, tariffs, levies, embargoes, ordinances, codes, and binding administrative or judicial precedents or authorities, including the binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation, or administration thereof, and all applicable administrative orders, directed binding Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 2 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 duties, licenses, authorizations, and permits of, and binding agreements with, any Governmental Authority, in each case applicable to or affecting the Project or the Work of CMAR under this Agreement or the other Contract Documents. 1.1.4 "Assumptions" and "Clarifications" are material terms associated with CMAR's Guaranteed Maximum Price or Lump Sum upon which the Owner and CMAR agree and are more particularly described in Attachment 23 of the Phase II Construction Price Amendment. 1.1.5 "Bid Package" or "Bid Packages" means one or more design bid packages for specific scopes of the Work that are developed and generated by the Engineer for bidding and award pursuant to this Agreement. 1.1.6 The term "Business Day" means any day other than a Saturday, Sunday, or legal holiday on which national banks located in the state jurisdiction in which the Project is situated are not required or permitted to be open for business to the public. 1.1.7 A "Change Order" is a written order signed by the Owner and the CMAR after execution of this Agreement indicating any change to the Agreement including, among other things, changes in the Scope of the Work, the CMAR's Fee for Preconstruction Phase Services, the Phase II Construction Price and Date of Substantial Completion, or Date of Final Completion. 1.1.8 A "Change Order Proposal" is a proposal submitted by the CMAR or the Owner for a change in the Work as evidenced by a Change Order. 1.1.9 The "CMAR 1.1.10 The "CMAR Representative" is Jeremy McVey, Project Director. 1.1.11 "Construction Phase" or "Construction Phase Services" means the Work of the CMAR undertaken during Phase II pursuant to the Drawings and Specifications in accordance with Paragraph 2.2 of this Agreement and other applicable terms and provisions of this Agreement and the other Contract Documents. 1.1.12 "Construction General Conditions Costs" are an element of the Cost of Work that is included in the Construction Price as agreed to by the CMAR and the Owner and has the meaning set forth in Article 5 of the Phase II Construction Price Amendment. 1.1.13 "Contingencies," where applicable, has the meaning set forth in Paragraph 10.5 of the Phase II Construction Price Amendment. 1.1.14 The "Contract Documents" represents the entire and integrated agreement between the Parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. It consists of this Agreement, Copyright ©2023 Water Collaborative Delivery Association (CMAR Agreement 3 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 the General Conditions, the Phase II Construction Price Amendment, the Drawings, Specifications, addenda issued prior to execution of this Agreement, information furnished by the Owner under Paragraph 3.8 of the General Conditions, any supplemental or other conditions attached as an exhibit to this Agreement, performance Specifications attached as an exhibit to this Agreement, the CMAR's qualifications, Assumptions, and Clarifications mutually agreed upon by Owner and CMAR and identified in and attached to this Agreement and/or the Phase II Construction Price Amendment, the other documents listed in this Agreement, and any modifications issued after its execution, including, without limitation, Change Orders and Owner Change Directives. The Contract Documents do not include bidding instructions or sample forms not attached as exhibits to this Agreement. 1.1.15 The "Contract Time" is the overall time period allowed for performance of the Work. 1.1.16 "Cost of the Work," where applicable, has the meaning of the sum of all allowed direct and indirect costs necessarily and reasonably incurred and paid by MAR in the performance of the Work including those set forth in the Phase II Construction Price Amendment. 1.1.17 The term "Day" or "day" shall mean calendar day unless otherwise specifically defined. 1.1.18 "Defective Work" is any portion of the Work that does not conform to the Contract Documents, as more fully described in Paragraphs 2.4 and 2.5 of the General Conditions. 1.1.19 "Differing Site Conditions" means conditions at the Project site that are: (a) subsurface or other physical conditions materially different from those indicated in the Contract Documents, or (b) unusual or unknown physical conditions materially different from conditions ordinarily encountered and generally recognized as inherent in the Work or which differ from as -built drawings provided for in the Contract Documents. 1.1.20 "Drawings" means the documents prepared by Engineer or other consultants of Owner showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. 1.1.21 "Early Work(s) Package(s)" is procurement or construction work that may be performed during Phase I or Phase II that may benefit the Project. 1.1.22 "Engineer" means the licensed Engineer and its consultants, retained by Owner to perform design services for the Project. The Engineer for the Project is Garver. Copyright ©2023 Water Collaborative Delivery Association (CMAR Agreement tj. Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 1.1.23 "Engineer Contract" means the engineering contract dated 25t1' of July 2024 between Owner and Engineer for the design and/or engineering of the Project or portions thereof. 1.1.24 "Fee" or "CMAR Fee" means, where a GMP has been selected by the Owner and CMAR as the basis for establishing a Phase II Construction Price for the Project or Bid Package, as applicable, the Fee to be charged by the CMAR, which shall either be (a) expressed as a percentage of the Cost of the Work, or (b) a fixed dollar amount based on the Cost of the Work, in each case agreed upon by the Owner and the CMAR at the time of execution of, and in accordance with, the Phase 11 Construction Price Amendment for the CMAR's performance of the Work. 1.1.25 "Field Order" means minor changes in the Work if the changes do not involve an adjustment in the Phase II Construction Price or the Contract Times and are compatible with the design of the completed Project as a functioning whole as indicated by the Contract Documents. 1.1.26 "Final Completion" occurs on the date when the CMAR's obligations under this Agreement are complete and accepted by the Owner and final payment becomes due and payable in accordance with Article 14 of the Phase II Construction Price Amendment and Paragraph 8.9 of the General Conditions. This date shall be confirmed by a Certificate of Final Completion signed by the Owner and the CMAR. 1.1.27 "Final Payment" has the meaning set forth in Article 14 of the Phase II Construction Price Amendment. 1.1.28 "Force Majeure," as defined in the General Conditions in Paragraph 58421.3. 1.1.29 The "General Conditions" to the Agreement is included as Exhibit A. 1.1.30 "GMP" or "Guaranteed Maximum Price" means, with regard to the Project as a whole or any Bid Package for construction of any portion of the Work where a GMP is selected by the Parties as the basis for the Phase II Construction Price, as may be further defined in the Phase II Construction Price Amendment for the Project, as applicable. The Guaranteed Maximum Price for the Work covered thereby, as established by a Phase II Construction Price Amendment executed by and between Owner and CMAR, is further defined as the Cost of Work plus Allowances and fee for such Work. Subject to Change Orders and other allowable adjustments made pursuant to this Agreement or the other Contract Documents, where the Phase II Construction Price for any Work is based on a GMP, the Phase II Construction Price for such Work shall not exceed the GMP for such Work plus any approved additions or deductions to the GMP. 1.1.31 "Governmental Authorities" means any federal, state, local, or other political subdivision thereof, any agency, authority, instrumentality, regulatory Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement] Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 body, court, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of government. 1.1.32 "Lump Sum" means a lump -sum contract price established for the Phase II Construction Phase Services in accordance with a Phase II Construction Price Amendment. 1.1.33 A "Material Supplier" is a person or entity retained by the CMAR or a Subcontractor to provide material or equipment for the Work. 1.1.34 "Others" means other contractors, Material Suppliers, and persons at the Worksite who are not employed by the CMAR or Subcontractors. 1.1.35 "Owner" is City of Aspen and includes the Owner's representative and any other Owner authorized person or entity. 1.1.36 "Owner's Approved Budget" means the sum of funds approved by City Council for the design, permitting, construction, commissioning, and close out of Project 51757 Water Treatment Facility Improvements. 1.1.37 "Owner Change Directive" means a directive issued by Owner to CMAR to undertake and perform a change in the Work prior to the time such Parties have reached agreement on the adjustment, if any, of the Phase II Construction Price or the Contract Time. 1.1.38 The Owner's authorized representative is Ryan Loebach (the "Owner's Representative"). Owner's authorized representative shall be an employee of the Owner and shall not be a third -party. 1.1.39 "Phase I" means the Preconstruction Phase. 1.1.40 "Phase II" means the Construction Phase Services performed by CMAR pursuant to this Agreement and the other Contract Documents. 1.1.41 "Phase II Construction Price" means the contract price established by the Parties for CMAR's performance of the Work during the Construction Phase in accordance with this Agreement and the other Contract Documents and as reflected in the Phase II Construction Price Amendment, as the same may be modified by any Change Orders increasing or reducing such contract price and may be either a Lump -Sum price or GMP. 1.1.42 "Phase II Construction Price Amendment" has the meaning given to it in Exhibit B, Paragraph 1.15. 1.1.43 "Phase II Construction Price Proposal" has the meaning given to it in Exhibit B, Paragraph 1.15.2. Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 6 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 1.1.44 "Preconstruction Phase" or "Preconstruction Phase Services" means the Phase I Preconstruction Services performed by CMAR in connection with the Project and described in Paragraph 2.1 of this Agreement. 1.1.45 "Project" is the building, facility, or other improvements for which the CMAR is to perform Work under this Agreement. It may also include construction by the Owner or Others which is not part of the Work of this agreement. 1.1.46 "Risk Register" is the result of an assessment led by either the Owner or the CMAR, and agreed to by both parties, that identifies potential project risks and the likelihood of occurrence and allocates the responsibility for mitigation of each risk element. 1.1.47 "Schedule" is the critical path method (CPM) schedule prepared by the CMAR that specifies the dates on which the CMAR plans to begin and complete various parts of the Work, including all activities during Phase I Preconstruction and Phase II Construction. 1.1.48 "Schedule Update" means any update to the Schedule prepared and submitted by CMAR to Owner concurrently with CMAR's submission to Owner of a Phase II Construction Price Proposal, a Phase II Construction Price Amendment, or as otherwise required or permitted hereunder. 1.1.49 "Specifications" means the documents prepared by Owner, Engineer, or other consultant of Owner consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work and performance of related services. 1.1.50 A "Subcontractor" is a person or entity retained by the CMAR as an independent contractor to provide the labor, materials, equipment, or services necessary to complete a specific portion of the Work. The Subcontractor obligations within this Agreement shall also apply to the CMAR for all self -perform trade work. 1.1.51 "Substantial Completion of the Work," or "Substantially Complete" or a designated portion, occurs on the date when the Work is sufficiently complete in accordance with the Contract Documents so that the Owner may occupy or utilize the Work, or a designated portion, for the beneficial use for which it is intended. This date shall be confirmed by a certificate of Substantial Completion signed by the Engineer and CMAR with Owner's consent. The issuance of a certificate of occupancy is not a prerequisite for Substantial Completion if the certificate of occupancy cannot be obtained due to factors beyond the CMAR's control. In addition to and without limiting the generality of the foregoing requirements of this Paragraph 1.1.51, "Substantial Completion" of the Work or a portion of the Work shall not be deemed to have occurred unless and until the Project or a portion thereof is available for beneficial use and satisfies any other requirements set forth in the Phase II Construction Price Amendment. Copyright ©2023 Water Collaborative Delivery Association (CMAR Agreement 7 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 1.1.52 A "Sub -subcontractor" is a person or entity who has an agreement with a Subcontractor to perform any portion of the Work. 1.1.53 "Work" means the construction and services necessary to fulfill the CMAR's obligations for the Project in conformance with this Agreement and the other Contract Documents, including the Preconstruction Phase Services and the Construction Phase Services as set forth in the Scope of Work. 1.1.54 "Worksite" means the location of the Project as identified in Article 1 where the Work is to be performed. Capitalized terms used herein but not defined herein shall have the meanings given them in the Phase II Construction Price Amendment, General Conditions, and other Contract Documents. ARTICLE 2 CMAR Responsibilities 2.1 Phase I Preconstruction Phase Services 2.1.1 Commencement. Preconstruction Phase Services, as described in Exhibit B attached hereto, shall commence no later than 14 calendar days following the Owner's issuance of a Phase I Notice to Proceed in substantially the form of Exhibit C attached hereto and incorporated herein by this reference with the appropriate box checked. For the performance of the Preconstruction Phase Services CMAR shall be paid the Preconstruction Phase Services fees in the amount and in the manner set forth in Paragraph 6.1. 2.1.2 Early Works) Package(s). If applicable, Early Works) Packages) commenced prior to mutual execution of a Phase II Construction Price Amendment shall be performed and paid for pursuant to Exhibit D and Exhibit D.1 to this Agreement but otherwise subject to the terms, covenants, and conditions of this Agreement and the other Contract Documents. 2.1.3 Completion. ('MAR's Preconstruction Phase Services shall be deemed to have been completed upon mutual execution of a Phase II Construction Price Amendment for the Work, hereto attached as Exhibit E, covered by the Construction Phase Services. If the Owner and CMAR are unable to reach a written agreement on a Phase II Construction Price Amendment, the Owner may terminate this Agreement for convenience on 25 business days' written notice to the CMAR in accordance with Paragraph 10.3 of the General Conditions. In the event of such termination for convenience, the CMAR shall be compensated for (1) the portion of the CMAR's Preconstruction or Construction Phase Services, if any, performed to the date of such termination, but the CMAR shall not be entitled to compensation for Work not performed, plus (2) reasonable demobilization costs, if any, which shall include, but not be limited to, reasonable cost(s) incurred by CMAR to break contractual obligations with Subcontractors, Subconsultants, Suppliers, Vendors, and Materialmen entered prior to Subcontractor's receipt of Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 8 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 the notice of termination. In such event, the CMAR shall have no obligation to perform the Scope of Work covered by such unexecuted Phase II Construction Price Amendment. 2.2 Construction Phase Services 2.2.1 Commencement. Unless otherwise provided to the contrary elsewhere in this Agreement or the other Contract Documents, CMAR's Construction Phase Services shall commence within 30 days of the Phase II Notice to Proceed. 2.2.2 Self -Perform Work. As part of the CMAR's Construction Phase Services, the CMAR may be entitled to self -perform work on a negotiated basis or competitively bid against the market in accordance with applicable law and Owner approval. Any self -perform Work, whether negotiated or competitively bid, that is approved by the Owner is subject to the terms and conditions of and as identified in Exhibit B and the following provisions of this Paragraph 2.2.2. 2.2.2.1 The CMAR may seek to perform portions of the Work itself, other than minor work that may be included in the CMAR's Construction General Conditions Costs, if the CMAR or CMAR team member submits its proposal and is awarded for those portions of Work in the same manner as all other Subcontractors. If the CMAR intends to submit a proposal for such Work, it shall notify Owner prior to soliciting Proposals and all such proposals shall be submitted directly to the Owner in accordance with Exhibit B. If the Owner determines that the CMAR's bid or CMAR team member's proposal provides the best value, based on cost and relevant experience for the Owner, the CMAR or CMAR team member may be awarded that portion of the Work. 2.2.2.2 If a selected Subcontractor defaults in the performance of its Work or fails to execute a subcontract after being selected in accordance with this paragraph, the CMAR may, without advertising, fulfill the contract requirements through selection of an alternate Subcontractor or self - performance, in each case with the Owner's prior written approval. Owner shall be notified in the event of a Subcontractor default or failure to execute the subcontract. 2.2.2.3 Work identified pursuant to Exhibit B and performed directly by the CMAR shall be limited to 100% of the Phase II Construction Price unless a lower or higher percentage is requested and approved by the Owner. For any Work that will be performed by the CMAR, bids or request for proposal shall be submitted to and reviewed by the Owner's Representative or any other neutral party as determined by the Owner to avoid a conflict of interest. ARTICLE 3 Owner Responsibilities Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 9 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 3.1 Owner Responsibilities Owner shall be responsible for providing the information and delivering the materials set forth in Article 3 of the General Conditions. ARTICLE 4 Subcontracts and Labor Relations 4.1 Subcontractors The work not performed by the CMAR with its own forces shall be performed by Subcontractors. All subcontracts shall be issued on a Lump -Sum basis unless the Owner has given prior written approval of a different method of payment to the Subcontractor. Owner may require CMAR to competitively bid subcontracts for services or supplies that are over $50,000. CMAR may subcontract any services or supplies that are under $50,000 without the approval or competitive requirement to Subcontractors. 4.2 Labor Relations 4.2.1 Prevailing Wages. 4.2.1.1 Check if applicable: ❑Applicable laws. The current prevailing wage rate determinations for public works contracts by the Owner, the Director of the State Department of Colorado and, if federal funding is used for the Project, the current General Wage Determination Decisions, as determined by the US Secretary of Labor, as same may be changed during the term of this Agreement, are incorporated by this reference. 4.2.1.1.1 Check if applicable: ❑ Davis -Bacon. Should Owner obtain federal funding for the Project, CMAR shall be responsible for ensuring that all subcontracts and Subcontractors fully comply with all applicable requirements of the Davis -Bacon Act, including but not limited to applicable prevailing wage, contractual provisions, and recordkeeping. 4.2.1.1.2 Check if applicable: ❑CMAR shall pay any person performing labor necessary to complete any portion of Work on the Project not less than the highest general prevailing rate of wages. If federal funds are used for the Project, where the minimum rate of pay for any classification differs among city, state, and federal wage rate determinations, the highest rate of pay shall prevail. 4.2.1.1.3 Check if applicable: El CMAR shall include, in any contract or subcontract relating to Work on the Project, a requirement that all persons performing labor under such contract Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement � 0 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 or subcontract shall be paid not less than the highest prevailing rate of wages for the labor so performed. 4.2.2 Nondiscrimination / Nonharassmen E During the performance of this Contract, the Contractor agrees as follows: The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, marital status, sexual orientation, being handicapped, a disadvantaged person, or a disabled or Vietnam era veteran. The Contractor will take affirmative action to insure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, sex, age, sexual orientation, handicapped, a disadvantaged person, or a disabled or Vietnam era veteran. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. Any business that enters into a contract for goods or services with the City of Aspen or any of its boards, agencies, or departments shall: 4.2.2.1 Implement an employment nondiscrimination policy prohibiting discrimination in hiring, discharging, promoting or demoting, matters of compensation, or any other employment -related decision or benefit on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. 4.2.2.2 Not discriminate in the performance of the contract on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. The foregoing provisions shall be incorporated in all subcontracts hereunder. ARTICLE 5 Time 5.1 Performance of the Work 5.1.1 Date of Commencement. The Date of Commencement of the Preconstruction Phase Services and Construction Services, as applicable, shall be as set forth in Subparagraph 5.1.1 of the General Conditions. The Work shall proceed in general accordance with the Schedule of Work as such Schedule may be amended from time to time, subject to other provisions of this Agreement. The Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 11 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 Schedule is subject to allowable adjustments in the Contract Time as permitted herein or in the other Contract Documents. 5.1.2 Substantial /Final Completion. Unless the Parties agree otherwise, the Date of Substantial Completion and the Date of Final Completion shall be established pursuant to the Phase II Construction Price Amendment, subject to adjustments as provided for in the Contract Documents. If a Phase II Construction Price is not established and the Parties desire to establish a Date of Substantial Completion or Date of Final Completion, it shall be set forth via Amendment. 5.1.3 The CMAR shall not knowingly commence the Work before the effective date of Notice to Proceed to be provided by the CMAR and Owner as required by the Contract Documents. 5.2 Schedule of the Work 5.2.1 The initial Schedule is attached hereto as Exhibit F. 5.2.2 Owner will timely review the baseline Schedule submitted by CMAR. If the Owner determines that additional supporting data are necessary to fully evaluate the Schedule, the Owner will request additional supporting data in writing. Such data shall be furnished no later than 7 days after the date of such request. Owner will render a decision promptly and in any case within 7 days after the latter of the receipt of the Schedule update or the deadline for furnishing such additional supporting data. Owner shall review, approve, and/or provide comments in a reasonable time. 5.2.3 Contemporaneously with CMAR's submission of its Phase II Construction Price Proposal in accordance with Phase II Construction Price Amendment, the CMAR shall submit to the Owner and, if directed, the Engineer, a Schedule Update, in compliance with the technical scheduling requirements attached hereto as Exhibit G and the requirements of this Paragraph 5.2, that shall show the dates on which the CMAR plans to commence and complete various parts of the Work, including dates on which information and approvals are required from the Owner. 5.3 Contract Time, Delays, and Extensions of Time 5.3.1 CMAR agrees to complete Phase I Preconstruction Phase Services by December 31 St, 2025 and make progress to support the project moving forward accordance with the design milestones established by the Engineer as shown in Exhibit F. 5.3.2 The Contract Time, as it may be modified from time to time in accordance with this Agreement and any other applicable Contract Documents, shall control the determination of liquidated damages payable by CMAR under Paragraph 5.4 and in the determination of any delay under Paragraph 5.3. Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement � 2 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 5.3.3 Weather related delays and the number of acceptable delay days shall be developed into the Project Construction Schedule during Phase I Preconstruction Phase and incorporated into Phase II Construction Price Amendment Article 3. The CMAR shall be entitled to a commensurate extension of time and reimbursement of costs associated with the delay, including Construction General Conditions Costs, in each case as may be agreed upon by the Owner and CMAR but subject to the requirements of Article 5 of the General Conditions. 5.3.4 In the event delays to the Work are encountered for any reason, the CMAR shall provide prompt written notice to the Owner of the cause of such delays after CMAR first recognizes the delay. Excusable delays shall be adjusted upon and subject to the terms and conditions of Article 5 of the General Conditions, 5.3.5 A waiver of or failure by the Owner or Owner's Representative to enforce icle 5 hereof or the requirements of Article 5 of the any requirement in this Art General Conditions, including, without limitation, the requirements in Paragraph 5.3 thereof, in connection with any or all past delays shall not constitute a waiver of, and shall not preclude the Owner or Owner's Representative from enforcing such requirements in connection with any present or future delays. 5.4 Liquidated Damages 5.4.1 Substantial Completion. The Owner and the CMAR agree that this Agreement shall provide for the imposition of liquidated damages for any CMAR delay not excused by Paragraph 5.3 hereof or elsewhere in this Agreement. 5.4.1.1 The CMAR agrees that if the Work of the Project is not Substantially Completed on or before the Substantial Completion Date applicable to the Project, the CMAR shall pay the Owner as liquidated damages and not as a penalty the sum of money per day for each day of unexcused delay fifteen (15) days past the Substantial Completion Date up to a maximum aggregate amount to be determined during Phase I Preconstruction Phase. The daily sum of money shall be determined during Phase I Preconstruction Phase and Liquidated Damages applied to Phase II Construction Price Amendment and construction phase of the project. The liquidated damages provided herein shall be the sole and exclusive remedy for any unexcused delay in the performance of CMAR's obligations hereunder and shall be in lieu of any and all other liability to the Owner for extra costs, losses, expenses, claims, penalties and any other damages of whatever nature (whether actual, compensatory, direct, indirect, special, consequential, punitive, or otherwise) incurred by the Owner and which are caused by any unexcused CMAR delay in timely achieving Substantial Completion on or before the Substantial Completion Date. The Parties acknowledge and agree that it would be extremely difficult, if not impossible, to quantify the economic loss incurred by the Owner as a result of such unexcused delay, that the liquidated damages contemplated herein are reasonable and represent a fair approximation of the economic loss to be Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 13 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 incurred by Owner as a result of such unexcused delay, and that such liquidated damages shall be enforceable to the maximum extent permitted under Applicable Law. ARTICLE 6 — Compensation 6.1 CMAR's Compensation for Preconstruction Phase Services 6.1.1 The Owner shall compensate CMAR for performance of the CMAR's :'reconstruction Phase Services outlined in Paragraph 2.1 hereof on the following basis: time and materials not to exceed to the total fee as shown in Fee Breakdown located in Exhibit B. Such compensation shall be based on the direct personnel costs incurred by CMAR and includes the direct salaries of the CMAR's personnel providing Preconstruction Phase Services on the Project and CMAR's customary and mandatory contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions and, unless otherwise provided, includes all sales, use, consumer, and other taxes mandated by applicable law, and appropriate fee applied to such costs. 6.2 CMAR Compensation for Early Works) Packages) 6.2.1 If the Parties agree to negotiate Early Work Packages, refer to Exhibit D. Services performed for Early Works shall be subject to this Agreement and the General Conditions and other provisions of the Contract Documents applicable to the Phase II Construction Services. 6.3 CMAR's Compensation for Construction Phase Services 6.3.1 The Owner shall compensate the CMAR for Work performed and described in a Phase II Construction Price Amendment on the basis of a Cost Plus Guaranteed Maximum Price as set forth in such Phase II Construction Price Amendment and General Conditions. 6.3.2 CMAR Fee. The Fee ("CMAR's Fee" or "Fee") payable by the Owner to the CMAR equals 6% of the Cost of the Work and is included in, and a part of, the Phase II Construction Contract Price agreed upon by the Owner and the CMAR pursuant of the Phase II Construction Price Amendment. The CMAR's Fee includes all the CMAR's home office overhead and profit. Construction General Conditions Costs are an element of the Cost of Work and are not included in the CMAR's home office overhead. 6.4 Hourly Rates 6.4.1 Where Work or portions thereof performed by the CMAR for Preconstruction Phase Services is charged on an hourly rate basis, such Work shall be subject to and completed in accordance with the CMAR's hourly rate schedule attached Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 14 Docusign Envelope ID: D952292E-AD6F-4538-87CA-55C2C3CE8B17 hereto as Exhibit H and incorporated herein by this reference and shall be inclusive of markup for overhead and profit. A separate hourly rate schedule for Construction Phase Services shall be attached to the Phase II Construction Price Amendment upon Owner's and CMAR's mutual execution of the same and shall be at cost without markup for overhead and profit. ARTICLE 7 Changes Changes in the Work that are within the general scope of this Agreement shall be accomplished, without invalidating this Agreement, by Change Order, Owner Change Directive, and Field Order, in each case in accordance with and subject to the terms and provisions of Article 7 of the General Conditions and any Phase II Construction Price Amendment executed in connection herewith for the Project. ARTICLE 8 —Payment 8.1 Payments for Preconstruction Phase Services shall be made monthly in proportion to services performed unless otherwise agreed, in writing, by Owner and CMAR. Payments are due and payable upon presentation of the CMAR's request for payment. Amounts unpaid more than 30 days after the invoice date shall bear I nterest at the rate of 1 % per month. 8.2 Payments for Construction Phase Services performed following the execution of a Phase II Construction Price Amendment for the same shall be made in accordance with such Amendment and the General Conditions. 8.3 Procedure for Change of Payment: Upon execution of this Agreement, CMAR shall provide Owner with written payment instructions and all necessary forms required by Owner to effectuate payments to CMAR by wire transfer or ACH (the "Payment Information"). CMAR shall submit the initial Payment Information to Owner by certified mail or hand delivery only. If Owner receives a request to change such Payment Information, Owner agrees that it will not modify or make a change to this Payment Information without oral confirmation, followed by written confirmation, from CMAR's Chief Financial Officer or CMAR's VP of Finance. Owner shall make no changes to the Payment Information if it does not receive the oral and written confirmations as stated herein. If Owner makes any change to the Payment Information without first receiving the confirmations stated herein, it shall be solely responsible for any monies lost or stolen and not paid to CMAR as required under the terms of this Agreement. This written and oral communication shall be submitted to the Owner's Authorized Representative. ARTICLE 9 Liability 9.1 Waiver of Consequential Damages Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 15 Docusign Envelope ID: D952292E-AD6F-4538-87CA-55C2C3CE8B17 Except for (a) damages mutually agreed upon by the Parties as liquidated damages in Paragraph 5.4 hereof, and (b) subject to the following provisions set forth in this Paragraph 9.1, notwithstanding anything else herein to the contrary, the Owner and the CMAR agree to waive all claims against each other for any consequential, incidental, indirect, or other special damages that may arise out of or relate to this agreement. The Owner agrees to waive consequential or other special damages including, but not limited to, the Owner's loss of use of the Project, any rental expenses incurred, loss of tax abatements or credits, cost of substitute facilities or services, cost of purchased or replacement product or claims from customers or suppliers of Owner, loss of income, profit, or revenue related to the Project, as well as the loss of business, opportunity, loss of financing, principal office overhead and expenses, loss of profits not related to this Project, loss of reputation or goodwill and/or insolvency regardless of whether any of the foregoing are found to be direct or indirect. The CMAR agrees to waive consequential damages including, but not limited to, loss of business, loss of financing, loss of profits not related to this Project, loss of bonding capacity, loss of reputation and / or insolvency. The provisions of this paragraph shall also apply to the termination of this Agreement and shall survive such termination. 9.2 CMAR's Limitation of Liability Notwithstanding anything to the contrary contained herein or in the other Contract Documents, the maximum liability, in the aggregate, of the CMAR, its Subcontractors, sureties (if any) and their respective officers, directors, shareholders, employees, agents, successors and assigns to Owner and anyone claiming by, through, or under Owner for any loss, damage, suit, action, liability, claim, or expense caused by, resulting from, or arising out of or relating in any way to this Agreement or the Project from any cause whatsoever, including, without limitation, the negligence, breach of contract, strict liability, express or implied warranty, indemnity, professional errors or omissions, or any other cause arising at law or in equity, shall in all events be limited to and not exceed 30% of the Phase II Construction Price. This limitation has been freely bargained for by the Parties for valuable consideration and shall be enforceable to the maximum extent permitted by applicable law. 9.3 Releases, waivers, and limitations on liability and remedies expressed in the Contract Documents shall apply even in the event of the fault, tort (including negligence), strict liability, breach of contract or warranty, or other basis of liability of the benefited Party. 9.3.1 Releases. Contractor shall, if requested by Owner, before being entitled to receive any payment due, furnish to Owner all releases obtained from subcontractors and material suppliers covering work done and the materials furnished to the Project and showing an expenditure of an amount not less than the total of all previous payments made hereunder by Owner to Contractor. Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 16 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 9.3.2 Remedies. No remedy conferred on either party to this Contract shall be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy. ARTICLE 10 ummmmmm Dispute Mitigation and Resolution 10.1 Claims Procedures Claims procedures are governed by Article 11 of the General Conditions. 10.2 Preconstruction Phase Services If, during the Preconstruction Phase Services the Parties cannot reach resolution on a matter relating to or arising out of the Agreement, the Parties shall endeavor to reach resolution through good faith direct discussions between the Parties' representatives, who shall possess the necessary authority to resolve such matter and who shall record the date of first discussions. If the Parties' representatives are not able to resolve such matter within five (5) business days from the date of first discussion, the Parties' representatives shall immediately inform senior executives of the Parties in writing that resolution was not affected. Upon receipt of such notice, the senior executives of the Parties shall meet within five (5) business days to endeavor to reach resolution. If the dispute remains unresolved after fifteen (15) days from the date of first discussion, the Parties shall submit such matter to the mediation procedures identified in Paragraph 11.2.2 of the General Conditions as a condition precedent to any judicial forum or voluntary binding alternative dispute resolution proceeding subsequently agreed to by the Parties. 10.3 Construction Phase Services During the Construction Phase Services, the Parties shall resolve any disputes between them in accordance with the dispute mitigation and resolution procedures selected by them in Article 11 of the General Conditions. ARTICLE 11 Miscellaneous Provisions 11.1 Governing Law This Agreement shall be governed by the law in effect at the location of the Project. 11.2 Severability The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. 11.3 No Waiver of Performance Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 17 Docusign Envelope ID: D952292E-AD6F-4538-87CA-55C2C3CE8B17 The failure of either Party to insist, in any one or more instances, on the performance of any of the terms, covenants, or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition, or right with respect .to further performance or any other term, covenant, condition, or right. 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. 11.4 Titles and Groupings The titles given to the articles of this Agreement are for ease of reference only and shall not be relied upon or cited for any other purpose. The grouping of the articles in this Agreement and of the Owner's Specifications under the various headings is solely for the purpose of convenient organization and in no event shall the grouping of provisions, the use of paragraphs, or the use of headings be construed to limit or alter the meaning of any provisions. 11.5 Joint Drafting The Parties expressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either Party but shall be construed in a neutral manner. 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. 11.6 Federal Financial Assistance. SBE, MBE, WBE, DBE Provisions Not Used 11.7 Counterparts; Electronic Signatures This Agreement, the General Conditions, and other Contract Documents may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Facsimile or electronic signatures on this Agreement and/or the other Contract Documents, as applicable, shall be deemed originals for all purposes. 11.8 Attorneys' Fees In the event of any claim, controversy, or dispute involving this Agreement, the Parties' performance hereunder or interpretation hereof, the substantially prevailing Party in such claim, controversy, or dispute shall be awarded its reasonable attorneys' fees and costs, including attorneys' fees and costs of any associated appeal. Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement � 8 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 11.9 Exhibits, Schedules, and Addenda Exhibits, schedules, and addenda bearing on the payment and performance of the Construction Phase Services will be attached to the Phase II Construction Price Amendment for such Construction Phase Services. The following exhibits pertaining to the Preconstruction Phase Services are attached hereto and incorporated herein by this reference: Exhibit A General Conditions to Agreement Exhibit E CMAR Phase I Preconstruction Scope of Services Exhibit C Phase I Notice to Proceed Exhibit D Phase I Early Work(S) Package(S) Exhibit D.1 Phase I Early Work(S) Package(S) Amendment Form Exhibit E Phase II Construction Price Amendment Exhibit F Initial Schedule of Work Exhibit G Project Technical Scheduling Requirements Exhibit H Preconstruction Phase Services Hourly Rate Schedule Exhibit I Project Technical Performance Requirements 11.10 Compliance with Owners Procurement Code The Project shall also be constructed and completed in strict compliance with all laws, ordinances, rules, regulations of all applicable governmental authorities, and the City of Aspen Procurement Code, Title 4 of the Municipal Code, including the approval requirements of Section 4-08-040. 11.11 Licensure of CMAR CMAR hereby represents and warrants to Owner that CMAR is duly licensed as a general contractor in the State of Colorado, and if applicable, in the County of Pitkin. CMAR shall obtain business license with City of Aspen prior to receiving Notice to Proceed. 11.12 Prohibited Interest No member, officer, or employee of the City of Aspen, Pitkin County or the Town of Snowmass Village shall have any interest, direct or indirect, in this Contract or the proceeds thereof. Copyright ©2023 Water Collaborative Delivery Association I CMAR Agreement 1 g Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 11.13 Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflict of Interest 11.lam 1 The CMAR warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon a Contract or understanding for a commission, percentage, brokerage, or contingency fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the CMAR for the purpose of securing business. 11.13.2 The CMAR agrees not to give any employee or former employee of the Owner a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Contract or to any solicitation or proposal therefore. 11.13.3 It shall be a material breach of the Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a Subcontractor under a contract to the CMAR or higher tier Subcontractor or any person associated therewith, as an inducement for the award of a Subcontract or order. The CMAR is prohibited from inducing, by any means, any person employed under this Contract to give up any part of the compensation to which he/she is otherwise entitled. The CMAR shall comply with all applicable local, state and federal "anti -kickback" statutes or regulations. 11.14 Payments Subject to Annual Appropriations If the contract awarded extends beyond the calendar year, nothing herein shall be construed as an obligation by the Owner beyond any amounts that may be, from time to time, appropriated by the Owner on an annual basis. It is understood that payment under any contract is conditional upon annual appropriation of funds by said governing body and that before providing services, the CMAR, if it so requests, will be advised as to the status of funds appropriated for services or materials and shall not be obligated to provide services or materials for which funds have not been appropriate. 11.15 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 (Owner and CMAR), notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 20 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 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 ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 11.16 Execution of Agreement by Owner This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors and assigns; however, neither Party may assign this Agreement without the written consent of the other Party. Notwithstanding anything to the contrary contained herein, this Agreement shall not be binding upon the Owner unless duly executed in accordance with the requirements of the Owner's municipal code, by the Mayor of the City of Aspen, or a duly authorized official in the Mayor's absence, following approval of City Council. 11.17 Governmental Immunity The Parties hereto understand and agree that Owner is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $350,000.00 per person and $1,093,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to Owner, its officers, or its employees. Copyright ©2023 Water Collaborative Delivery Association � CMAR Agreement 21 Docusign Envelope ID: D952292E-AD6F4538-87CA-55C2C3CE8B17 IN WITNESS THEREOF, the parties hereto have executed This Agreement is entered into as of the date entered in Article 1. OWNER: CITY u PkOrCI`! DocuSigned by: 5ar'a I. R BY:-2DA4D214EE1942B... Sara G. Ott PRINT NAME: PRINT TITLE: City Manager CONSTRUCTION MANAGER AT -RISK (CMAR): T ICE I-IA�KELL ��fl�P�f�Y BY .... ....Kamm ... ..1�. PRINT NAME: Aryan K . Bede � 1 PRINT TITLE: "vice r resident, Approved as to farm: -Signed by: 432FOA40A55C4BD... City Attorneys Office Note: Certification of Incorporat'ior� shall be executed if Contractor is a Corporation. If a partnership, the Contract shall be signed by a Principal and indicate title. Copyright ©2023 Water Collak�arative Delivery Association � CMAR Agreement 22 Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 1 1.0 Project Background The Aspen Water Treatment Facility (WTF) serves a population of approximately 30,000 customers and has not undergone significant upgrades since the East Plant was constructed in 1985. The City of Aspen (City) contracted Garver to conduct alternative analyses and develop conceptual designs for a wide range of upgrades at the WTF. These upgrades are generally geared towards: • Improving WTF automation • Increasing filter run times • Reducing filter turbidity breakthrough • Increasing individual hydraulic capacity to match available treatment capacity • Rehabilitating aging equipment, processes, and site conditions 2.0 WTF and Regulatory History The Aspen WTF was originally constructed in 1965 starting with a single circular clarifier/flocculator, four filters with two cells each filter rated at 13 million gallons per day (MGD), and a clearwell for disinfection contact time. In 1970, a second clarifier/flocculator was added to complete the West Plant as it exists today. In 1985, the East Plant was constructed consisting of flocculation and sedimentation in a rectangular basin and a similar filtration system with four filters with two cells each filter rated at 13 MGD. See Figure 1 below for a WTF site layout. Figure 1: Aspen WTF Site Layout Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 2 However, since 1962 regulatory requirements for filter performance have become progressively stricter. Those regulatory requirements are as follows: • In 1962, the US Public Health Service recommended that turbidity should not exceed 5 turbidity units. • In 1975, the USEPA established a maximum contaminant level (MCL) of 1 turbidity unit, • In 1989 Surface Water Treatment Rule set a treatment requirement of 0.5 ntu in 95% of monthly combined filter effluent samples • In 1998 Interim Enhanced Surface Water Treatment Rule set a treatment requirement of 0.3 ntu in 95% of monthly combined filter effluent samples for plants using coagulation and granular media filtration The City WTF has a proven track record over 40+ years of producing clean, safe drinking water for the City’s customers with a facility that was constructed prior to these increasingly stringent standards. 3.0 Proposed Improvements The proposed improvements are summarized in Table 1 on the following page. Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 3 Table 1: Aspen WTF Improvements Summary Process Area Summary of Improvements Driver Priority/Timing OPCC1 (millions) Filters • Replace filter beds in both East and West Plants • Install air scour to improve filter cleaning • Replace backwash pumps and add VFDs • Replace piping to reduce hydraulic bottlenecks Water quality, aging equipment High, 2025-2026 Construction $11.7 Controls • Replace filter consoles and PLCs • Implement a fiber ring network topology to improve redundancy • Replace instrumentation including flow meters and pressure transmitters Aging equipment High, 2025-2026 Construction $1.7 Electrical • Replace East and West Plant MCCs • Upgrade electrical infrastructure to facilitate air scour for filter backwashing • Provide independent feeders to East Plant, West Plant, chemical building, and administration building to improve resiliency • Wire existing generator to provide standby power oo Music School PS Aging equipment High, 2025-2026 Construction $0.9 Chemical storage and feed • Construct a new chemical storage and feed building which combines the chlorination and fluoridation facilities to improve both worker safety and reliability of chemical delivery Aging equipment, health & safety Medium, 2030-2031 Construction $5.5 Site drainage and building exteriors • Re-grade the site and install gutters and a storm drain system to reduce ice and snow buildup and lengthen asphalt longevity • Rehabilitate building exteriors Health & safety, aging equipment Medium, 2030-2031 Construction $2.6 Hydraulics • Widen filtered water weirs at both plants to reduce hydraulic constraints • Re-route clearwell feed from East Plant next to feed from West Plant Capacity High, 2025-2026 Construction $0.5 Flocculation and sedimentation • Demolish existing West Plant clarifiers and construct a 26-mgd, three-basin flocculation/sedimentation system that meets CDPHE design requirements • Construct a new coagulant storage and feed building adjacent to the proposed flocculation/sedimentation basins Regulatory compliance, water quality, capacity Low, Potential Future Construction $24.0 Residuals handling • Construct a second backwash pond to increase settling time and improve the quality of the WTF’s surface water discharge to Castle Creek • Construct new drying beds to reduce disposal frequency/costs Regulatory compliance, water quality Low, Potential Future Construction $3.9 Total $51.0 1OPCCs (opinions of probable cost) represent conceptual-level cost estimates. Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 4 3.1 Filters and Backwash The WTF runs eight filter units in each of its two plants for a total of 16 granular media filters. In addition to replacing aging components such as the existing media and underdrain systems, the City was interested in evaluating increasing the media depth to improve filtration performance. Garver recommends replacing the existing block-style underdrains with stainless steel laterals which are more durable and are lower profile, allowing for more media depth. This work will also include improving hydraulics by replacing older valves and actuators and upsizing filter piping to get the plant closer to its design capacity. To improve backwash effectiveness, Garver recommends installing an air scour system to complement the existing surface wash system. Concurrent air and water backwash systems provide much more violent agitation than water alone. Because the filters get cleaner, they can run for longer periods without turbidity breakthrough or headloss buildup. The City also plans to replace its four existing backwash pumps and install variable frequency drives (VFDs) to improve the efficiency of its backwash cycles. 3.2 Electrical and Controls The WTF’s East and West motor control centers (MCCs) are at the end of their useful lives and should be replaced to facilitate the addition of air scour blowers and backwash pump VFDs to the filter processes. Garver will also modify the electrical distribution system to provide independent feeders to the East Plant, West Plant, new chemical building, and administration building for increased electrical resiliency. Garver will also include scope to rewire existing WTF generator to power Music School Pump Station. The City is also planning controls improvements to increase redundancy and automation capabilities. This includes replacing PLCs, critical instrumentation, operator interfaces, and other equipment. New SCADA architecture for the new fiber ring will be provided. 3.3 Chemical Feed and Storage Currently, the East and West Plants each have their own, dedicated chemical storage, batch, and feed facilities for coagulant, filter aid, and sodium fluorosilicate. Bleach (or sodium hypochlorite) is stored in a centralized building between the two plants but is fed separately to each plant’s combined filter effluent wet well. There are a variety of operational and safety issues associated with this setup. First, the separate feed systems double the equipment that requires ongoing maintenance. Second, storing sodium fluorosilicate in the plant buildings poses a safety hazard to the employees with desks in those buildings. In addition, existing chemical storage rooms lack CDPHE- and OSHA-required safety features such as eyewash stations, safety showers, and secondary containment. Garver proposes constructing a combined fluoride and chlorine storage and feed building to the west of the existing clearwell to remedy the operational and safety issues associated with the current configuration. The new chemical storage and feed building would provide enough bulk storage to last the WTF through the winter, when chemical delivery from Denver can be unreliable due to Interstate 70, Highway 82, and the access road to the WTF. Day tanks will provide operational flexibility. The new building will include transfer pumps, feed pumps, valves, tubing, instrumentation, and all other required appurtenances. 3.4 Exterior Buildings and Site Drainage Lack of adequate drainage and stormwater management at the WTF site has deteriorated the existing pavement. In addition to grading to facilitate process improvements, Garver also recommends additional Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 5 grading to avoid ponding on site and recommends installation of a storm drain system. Snow cleats, gutters, and downspouts should be installed to reduce snow accumulation against structures which has caused damage to several exterior walls at the site. 3.5 Hydraulics While the West Plant is rated for 13 million gallons per day (mgd), the WTF can only run a maximum of approximately 8 mgd through the plant. This is due to hydraulic constraints such as undersized piping and uneven flow splitting between the clarifloc units. Garver proposes to widen the filtered water weir and increase the diameter of some filter piping to help improve the hydraulics through the West Plant. Additionally, the filtered water feed piping from the East Plant to the clearwell will be upsized and re- routed next to the West Plant’s feed piping to reduce the number of entry points into the clearwell. 3.6 Flocculation and Sedimentation Systems The West Plant pretreatment system consists of two circular clarifying flocculators. The East Plant pretreatment system consists of a two-stage flocculation basin followed by tube settlers. Both the West and East Plant flocculation/sedimentation processes are permitted with design criteria deviations from the Colorado Department of Health and Environment’s (CDPHE’s) rules for flocculation hydraulic residence time and sedimentation overflow rate. While these deviations are approved right now, they present a regulatory risk if CDPHE decides in the future that the WTF cannot continue to operate outside of the department’s design standards. Furthermore, lack of adequate pretreatment systems (e.g., rapid mixing, flocculation time, and sedimentation area) requires the WTF’s filtration process to “work overtime” during spring runoff and dust-on-snow events, presenting a possible water quality risk to Aspen customers if there is turbidity breakthrough from the filters during these challenging water treatment periods. These plants were built when drinking water turbidity requirements were up to 5 NTU – modern standards are less than a tenth of that now at 0.3 NTU. Garver evaluated a wide range of options for improving the performance of both plants’ pretreatment systems. Alternatives included retrofitting the existing clarifiers and basins, expanding the East Plant basins, replacing the West Plant clarifiers with rectangular basins while continuing to operate the East Plant basins, and other combinations. Ultimately, the City’s preferred approach is to replace the West Plant’s clarifiers with rectangular flocculation/sedimentation basins with enough capacity to serve both the East and West Plants. This option is both cost effective (on a “per unit of treatment” basis) and would streamline the WTF’s operations. 3.7 Residuals Handling The WTF’s backwash pond was never expanded to accommodate the East Plant’s residuals production, and the pond requires frequent dredging and mucking. Residuals are applied to the adjacent drying bed for further dewatering before they are hauled and disposed. Upgraded residuals management facilities would reduce the operations and maintenance associated with relying on just one backwash pond and one drying bed and would provide enough capacity for future flows. Garver recommends constructing a second backwash pond for additional capacity and to allow for operation cycling. This increased capacity would allow the WTF to settle its solids for longer and would improve the water quality of the effluent discharged into Castle Creek. The new backwash pond would be equipped with underdrains to improve residuals dewatering, while the existing backwash pond will be lined with concrete and retrofitted with underdrains. Garver also recommends replacing the existing Aspen WTF Improvements Project Summary Garver Project No. 22W23060 Page 6 drying beds with concrete-lined basins equipped with bed runners and drainage piping to further reduce residuals disposal frequency and costs. CONSTRUCTION MANAGEMENT AT-RISK (CMAR) Contract Template: Agreement Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 1 Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement ii Copyright © 2023 Water Collaborative Delivery Association. All rights reserved. WCDA NO. CMAR-105-2023 By using this WCDA template document, you agree to the terms outlined below: The Water Collaborative Delivery Association (WCDA) provides this template document for general educational purposes only. Because every project has unique characteristics and requirements, owners and other industry participants should obtain advice from an experienced CMAR professional on how the general principles and guidance contained in this publication apply to a particular project. This publication does not constitute and should not be considered to be legal advice. Parties seeking legal advice should consult with legal counsel familiar with their particular circumstances. You acknowledge that WCDA documents are protected by US and international copyright laws. Content used for any purpose must maintain unaltered copyright and other proprietary notices, including attribution to Water Collaborative Delivery Association as the source of the content. All copies you make of our content to distribute must carry the following notice: "Reproduced with permission. Copyright © 2023 Water Collaborative Delivery Association. All rights reserved.” This WCDA template document cannot be sold or otherwise monetized by owners or other entities. This template can be reproduced and modified, where indicated, for procurement and education purposes only. This document was developed by WCDA with the support and review of our members via a pro bono task force of dedicated subject matter experts, including Jessica Adams-Weber, PE (HDR), David Rieken, Jr., PE, DBIA, ENV SP (Sundt Construction), Catherine Lang, Esq. (HDR), Michael C. Loulakis, Esq., FDBIA (Capital Project Strategies, LLC), Peter W. Tunnicliffe, PE, DBIA, CIRM (CDM Smith), and Paul Franke, Esq. (Polsinelli). Water Collaborative Delivery Association PO Box 13333, 951 20th Street Denver, CO 80201 303-641-0550 info@WaterCollaborativeDelivery.org www.watercollaborativedelivery.org Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement iii CONTENTS ARTICLE 1 — Definitions ................................................................................... 2 ARTICLE 2 — CMAR Responsibilities .............................................................. 8 ARTICLE 3 — Owner Responsibilities .............................................................. 9 ARTICLE 4 — Subcontracts and Labor Relations ......................................... 10 ARTICLE 5 — Time ........................................................................................... 11 ARTICLE 6 — Compensation ........................................................................... 14 ARTICLE 7 — Changes .................................................................................... 15 ARTICLE 8 — Payment .................................................................................... 15 ARTICLE 9 — Liability ...................................................................................... 15 ARTICLE 10 — Dispute Mitigation and Resolution ........................................ 17 ARTICLE 11 — Miscellaneous Provisions ...................................................... 17 Exhibit A—General Conditions to Agreement ............................................... 23 Exhibit B—CMAR Phase I Preconstruction Scope of Services .................... 24 Exhibit C—Phase I Notice to Proceed ............................................................ 25 Exhibit D—Phase I Early Work(s) Package(s) ................................................ 26 Exhibit D.1—Phase I Early Work(s) Package(s) Amendment Form ............. 27 Exhibit E—Phase II Construction Price Amendment .................................... 28 Exhibit F—Initial Schedule of Work ................................................................ 29 Exhibit G—Project Technical Scheduling Requirements.............................. 30 Exhibit H—Preconstruction Phase Services Hourly Rate Schedule ............ 31 Exhibit I—Project Technical Performance Requirements ............................. 32 Exhibit J—Project Insurance Requirements; Attachment 16 to Phase II Construction Price Amendment – Insurance and Bond Requirements ....... 33 Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 1 Aspen Water Treatment Facility Improvements Agreement Between Owner and Construction Manager at-Risk (CMAR) Agreement This Agreement is made this 11th day of February in the year 2025 (the “Contract Date”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by and between the OWNER City of Aspen 427 Rio Grande Place Aspen, CO, 81611 and the CONSTRUCTION MANAGER AT-RISK (CMAR): The Haskell Company 1667 Cole Blvd., Suite 250 Lakewood, CO, 80401 for services in connection with the following Project: PROJECT NO.: 2024-452 PROJECT NAME: 51757 WATER TREATMENT FACILITY IMPROVEMENTS PROJECT LOCATION: ASPEN, COLORADO PROJECT SUMMARY: The Aspen Water Treatment Facility (WTF) serves a population of approximately 30,000 customers and has not undergone significant upgrades since the East Plant was constructed in 1985. The City of Aspen (City or Owner) recently completed conceptual design for a wide range of upgrades at the WTF. These upgrades are generally geared towards improving automation, increasing filter run times, reducing turbidity breakthrough, and rehabilitating aging equipment, processes, and site conditions. Specific improvements include filter media and underdrain replacement, filter valve replacement, backwash pump replacement and associated electric and controls upgrades to support filtration upgrades. Specific improvements include new liquid bleach and fluoride building with new storage tanks and feed systems and associated operator safety eyewash and shower stations, secondary containment and electric and controls to support. In addition, new chemical building to include new potable water entry point instrumentation and flowmeters incorporated into the new building. Specific improvements include new residuals handling pond, existing pond upgrades, and permanent drying bed. Specific improvements include new filtered water piping, Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 2 chemical delivery point, and potable water piping near existing clearwell. Specific improvements include new pre-treatment building and facility with rapid mix system, coagulant and flocculant aide feed and storage systems, and three trains of flocculation, settling, and sludge removal equipment. New pre-treatment building to have raw water piping connections to existing raw water lines from reservoir and connect pipelines that feed settled water channels at both East and West filter plants. Specific improvements include stormwater, building drainage, and exterior paving improvements. PROJECT PHASING: Owner has not planned to fully fund the entire project scope design by the Engineer, Garver, but only portions of the work that the Owner can self-fund through rate payer revenues. See Exhibit F – Initial Schedule of Work for a preliminary construction schedule by process area based on Engineer’s Opinion of Probable Construction Cost (EOPCC) and available Owner funding. Owner can fully self-fund first two work packages based on EOPCC. NOTE: Owner plans to work with CMAR and Engineer to understand pricing for the entire scope and then decide to deliver project as currently planned in separate Work packages, as separate Work packages with larger or smaller scope, or as one construction package. Notice to the Owner and/or CMAR (each individually a “Party” and collectively, the “Parties”) shall be given at the above addresses. Accordingly, the Parties hereto hereby agree as follows. ARTICLE 1 — Definitions 1.1 Definitions 1.1.1 “Agreement” means this Agreement between Owner and CMAR (where the Basis of Payment is the Cost of the Work plus CMAR’s Fee with a Guaranteed Maximum Price or a Lump Sum, as modified by the Parties, and the exhibits and attachments made part of this Agreement upon its execution), as modified by subsequent Amendments. 1.1.2 “Allowance” is an estimated sum to be used as Owner directs for categories of Work that cannot be established at the time the GMP or Fixed Price are agreed upon. Owner can direct Work under Allowances only up to the established amount. Any work directed over the established Allowance amount is to be processed by Change Order to CMAR. 1.1.3 “Applicable Law” or “Applicable Laws” means, collectively, all applicable federal, state, and local laws, statutes, rules, regulations, tariffs, levies, embargoes, ordinances, codes, and binding administrative or judicial precedents or authorities, including the binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation, or administration thereof, and all applicable administrative orders, directed binding Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 3 duties, licenses, authorizations, and permits of, and binding agreements with, any Governmental Authority, in each case applicable to or affecting the Project or the Work of CMAR under this Agreement or the other Contract Documents. 1.1.4 “Assumptions” and “Clarifications” are material terms associated with CMAR’s Guaranteed Maximum Price or Lump Sum upon which the Owner and CMAR agree and are more particularly described in Attachment 23 of the Phase II Construction Price Amendment. 1.1.5 “Bid Package” or “Bid Packages” means one or more design bid packages for specific scopes of the Work that are developed and generated by the Engineer for bidding and award pursuant to this Agreement. 1.1.6 The term “Business Day” means any day other than a Saturday, Sunday, or legal holiday on which national banks located in the state jurisdiction in which the Project is situated are not required or permitted to be open for business to the public. 1.1.7 A “Change Order” is a written order signed by the Owner and the CMAR after execution of this Agreement indicating any change to the Agreement including, among other things, changes in the Scope of the Work, the CMAR’s Fee for Preconstruction Phase Services, the Phase II Construction Price and Date of Substantial Completion, or Date of Final Completion. 1.1.8 A "Change Order Proposal" is a proposal submitted by the CMAR or the Owner for a change in the Work as evidenced by a Change Order. 1.1.9 The “CMAR” is The Haskell Company. 1.1.10 The “CMAR Representative” is Jeremy McVey, Project Director. 1.1.11 “Construction Phase” or “Construction Phase Services” means the Work of the CMAR undertaken during Phase II pursuant to the Drawings and Specifications in accordance with Paragraph 2.2 of this Agreement and other applicable terms and provisions of this Agreement and the other Contract Documents. 1.1.12 “Construction General Conditions Costs” are an element of the Cost of Work that is included in the Construction Price as agreed to by the CMAR and the Owner and has the meaning set forth in Article 5 of the Phase II Construction Price Amendment. 1.1.13 “Contingencies,” where applicable, has the meaning set forth in Paragraph 10.5 of the Phase II Construction Price Amendment. 1.1.14 The “Contract Documents” represents the entire and integrated agreement between the Parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. It consists of this Agreement, Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 4 the General Conditions, the Phase II Construction Price Amendment, the Drawings, Specifications, addenda issued prior to execution of this Agreement, information furnished by the Owner under Paragraph 3.8 of the General Conditions, any supplemental or other conditions attached as an exhibit to this Agreement, performance Specifications attached as an exhibit to this Agreement, the CMAR’s qualifications, Assumptions, and Clarifications mutually agreed upon by Owner and CMAR and identified in and attached to this Agreement and/or the Phase II Construction Price Amendment, the other documents listed in this Agreement, and any modifications issued after its execution, including, without limitation, Change Orders and Owner Change Directives. The Contract Documents do not include bidding instructions or sample forms not attached as exhibits to this Agreement. 1.1.15 The “Contract Time” is the overall time period allowed for performance of the Work. 1.1.16 “Cost of the Work,” where applicable, has the meaning of the sum of all allowed direct and indirect costs necessarily and reasonably incurred and paid by CMAR in the performance of the Work including those set forth in the Phase II Construction Price Amendment. 1.1.17 The term “Day” or “day” shall mean calendar day unless otherwise specifically defined. 1.1.18 “Defective Work” is any portion of the Work that does not conform to the Contract Documents, as more fully described in Paragraphs 2.4 and 2.5 of the General Conditions. 1.1.19 “Differing Site Conditions” means conditions at the Project site that are: (a) subsurface or other physical conditions materially different from those indicated in the Contract Documents, or (b) unusual or unknown physical conditions materially different from conditions ordinarily encountered and generally recognized as inherent in the Work or which differ from as-built drawings provided for in the Contract Documents. 1.1.20 “Drawings” means the documents prepared by Engineer or other consultants of Owner showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. 1.1.21 "Early Work(s) Package(s)” is procurement or construction work that may be performed during Phase I or Phase II that may benefit the Project. 1.1.22 “Engineer” means the licensed Engineer and its consultants, retained by Owner to perform design services for the Project. The Engineer for the Project is Garver. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 5 1.1.23 “Engineer Contract” means the engineering contract dated 25th of July 2024 between Owner and Engineer for the design and/or engineering of the Project or portions thereof. 1.1.24 “Fee” or “CMAR Fee” means, where a GMP has been selected by the Owner and CMAR as the basis for establishing a Phase II Construction Price for the Project or Bid Package, as applicable, the Fee to be charged by the CMAR, which shall either be (a) expressed as a percentage of the Cost of the Work, or (b) a fixed dollar amount based on the Cost of the Work, in each case agreed upon by the Owner and the CMAR at the time of execution of, and in accordance with, the Phase II Construction Price Amendment for the CMAR’s performance of the Work. 1.1.25 "Field Order” means minor changes in the Work if the changes do not involve an adjustment in the Phase II Construction Price or the Contract Times and are compatible with the design of the completed Project as a functioning whole as indicated by the Contract Documents. 1.1.26 “Final Completion” occurs on the date when the CMAR’s obligations under this Agreement are complete and accepted by the Owner and final payment becomes due and payable in accordance with Article 14 of the Phase II Construction Price Amendment and Paragraph 8.9 of the General Conditions. This date shall be confirmed by a Certificate of Final Completion signed by the Owner and the CMAR. 1.1.27 “Final Payment” has the meaning set forth in Article 14 of the Phase II Construction Price Amendment. 1.1.28 “Force Majeure,” as defined in the General Conditions in Paragraph 5.4.1.3. 1.1.29 The “General Conditions" to the Agreement is included as Exhibit A. 1.1.30 “GMP” or “Guaranteed Maximum Price” means, with regard to the Project as a whole or any Bid Package for construction of any portion of the Work where a GMP is selected by the Parties as the basis for the Phase II Construction Price, as may be further defined in the Phase II Construction Price Amendment for the Project, as applicable. The Guaranteed Maximum Price for the Work covered thereby, as established by a Phase II Construction Price Amendment executed by and between Owner and CMAR, is further defined as the Cost of Work plus Allowances and fee for such Work. Subject to Change Orders and other allowable adjustments made pursuant to this Agreement or the other Contract Documents, where the Phase II Construction Price for any Work is based on a GMP, the Phase II Construction Price for such Work shall not exceed the GMP for such Work plus any approved additions or deductions to the GMP. 1.1.31 “Governmental Authorities” means any federal, state, local, or other political subdivision thereof, any agency, authority, instrumentality, regulatory Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 6 body, court, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of government. 1.1.32 “Lump Sum” means a lump-sum contract price established for the Phase II Construction Phase Services in accordance with a Phase II Construction Price Amendment. 1.1.33 A “Material Supplier” is a person or entity retained by the CMAR or a Subcontractor to provide material or equipment for the Work. 1.1.34 “Others” means other contractors, Material Suppliers, and persons at the Worksite who are not employed by the CMAR or Subcontractors. 1.1.35 “Owner” is City of Aspen and includes the Owner’s representative and any other Owner authorized person or entity. 1.1.36 “Owner’s Approved Budget” means the sum of funds approved by City Council for the design, permitting, construction, commissioning, and close out of Project 51757 Water Treatment Facility Improvements. 1.1.37 “Owner Change Directive” means a directive issued by Owner to CMAR to undertake and perform a change in the Work prior to the time such Parties have reached agreement on the adjustment, if any, of the Phase II Construction Price or the Contract Time. 1.1.38 The Owner’s authorized representative is Ryan Loebach (the “Owner’s Representative”). Owner’s authorized representative shall be an employee of the Owner and shall not be a third-party. 1.1.39 “Phase I” means the Preconstruction Phase. 1.1.40 “Phase II” means the Construction Phase Services performed by CMAR pursuant to this Agreement and the other Contract Documents. 1.1.41 “Phase II Construction Price” means the contract price established by the Parties for CMAR’s performance of the Work during the Construction Phase in accordance with this Agreement and the other Contract Documents and as reflected in the Phase II Construction Price Amendment, as the same may be modified by any Change Orders increasing or reducing such contract price and may be either a Lump-Sum price or GMP. 1.1.42 “Phase II Construction Price Amendment” has the meaning given to it in Exhibit B, Paragraph 1.15. 1.1.43 “Phase II Construction Price Proposal” has the meaning given to it in Exhibit B, Paragraph 1.15.2. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 7 1.1.44 “Preconstruction Phase” or “Preconstruction Phase Services” means the Phase I Preconstruction Services performed by CMAR in connection with the Project and described in Paragraph 2.1 of this Agreement. 1.1.45 “Project” is the building, facility, or other improvements for which the CMAR is to perform Work under this Agreement. It may also include construction by the Owner or Others which is not part of the Work of this agreement. 1.1.46 “Risk Register” is the result of an assessment led by either the Owner or the CMAR, and agreed to by both parties, that identifies potential project risks and the likelihood of occurrence and allocates the responsibility for mitigation of each risk element. 1.1.47 “Schedule” is the critical path method (CPM) schedule prepared by the CMAR that specifies the dates on which the CMAR plans to begin and complete various parts of the Work, including all activities during Phase I Preconstruction and Phase II Construction. 1.1.48 “Schedule Update” means any update to the Schedule prepared and submitted by CMAR to Owner concurrently with CMAR’s submission to Owner of a Phase II Construction Price Proposal, a Phase II Construction Price Amendment, or as otherwise required or permitted hereunder. 1.1.49 “Specifications” means the documents prepared by Owner, Engineer, or other consultant of Owner consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work and performance of related services. 1.1.50 A “Subcontractor” is a person or entity retained by the CMAR as an independent contractor to provide the labor, materials, equipment, or services necessary to complete a specific portion of the Work. The Subcontractor obligations within this Agreement shall also apply to the CMAR for all self-perform trade work. 1.1.51 “Substantial Completion of the Work,” or “Substantially Complete” or a designated portion, occurs on the date when the Work is sufficiently complete in accordance with the Contract Documents so that the Owner may occupy or utilize the Work, or a designated portion, for the beneficial use for which it is intended. This date shall be confirmed by a certificate of Substantial Completion signed by the Engineer and CMAR with Owner’s consent. The issuance of a certificate of occupancy is not a prerequisite for Substantial Completion if the certificate of occupancy cannot be obtained due to factors beyond the CMAR’s control. In addition to and without limiting the generality of the foregoing requirements of this Paragraph 1.1.51, “Substantial Completion” of the Work or a portion of the Work shall not be deemed to have occurred unless and until the Project or a portion thereof is available for beneficial use and satisfies any other requirements set forth in the Phase II Construction Price Amendment. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 8 1.1.52 A “Sub-subcontractor” is a person or entity who has an agreement with a Subcontractor to perform any portion of the Work. 1.1.53 “Work” means the construction and services necessary to fulfill the CMAR’s obligations for the Project in conformance with this Agreement and the other Contract Documents, including the Preconstruction Phase Services and the Construction Phase Services as set forth in the Scope of Work. 1.1.54 “Worksite” means the location of the Project as identified in Article 1 where the Work is to be performed. Capitalized terms used herein but not defined herein shall have the meanings given them in the Phase II Construction Price Amendment, General Conditions, and other Contract Documents. ARTICLE 2 — CMAR Responsibilities 2.1 Phase I Preconstruction Phase Services 2.1.1 Commencement. Preconstruction Phase Services, as described in Exhibit B attached hereto, shall commence no later than 14 calendar days following the Owner’s issuance of a Phase I Notice to Proceed in substantially the form of Exhibit C attached hereto and incorporated herein by this reference with the appropriate box checked. For the performance of the Preconstruction Phase Services CMAR shall be paid the Preconstruction Phase Services fees in the amount and in the manner set forth in Paragraph 6.1. 2.1.2 Early Work(s) Package(s). If applicable, Early Work(s) Package(s) commenced prior to mutual execution of a Phase II Construction Price Amendment shall be performed and paid for pursuant to Exhibit D and Exhibit D.1 to this Agreement but otherwise subject to the terms, covenants, and conditions of this Agreement and the other Contract Documents. 2.1.3 Completion. CMAR’s Preconstruction Phase Services shall be deemed to have been completed upon mutual execution of a Phase II Construction Price Amendment for the Work, hereto attached as Exhibit E, covered by the Construction Phase Services. If the Owner and CMAR are unable to reach a written agreement on a Phase II Construction Price Amendment, the Owner may terminate this Agreement for convenience on 25 business days’ written notice to the CMAR in accordance with Paragraph 10.3 of the General Conditions. In the event of such termination for convenience, the CMAR shall be compensated for (1) the portion of the CMAR’s Preconstruction or Construction Phase Services, if any, performed to the date of such termination, but the CMAR shall not be entitled to compensation for Work not performed, plus (2) reasonable demobilization costs, if any, which shall include, but not be limited to, reasonable cost(s) incurred by CMAR to break contractual obligations with Subcontractors, Subconsultants, Suppliers, Vendors, and Materialmen entered prior to Subcontractor’s receipt of Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 9 the notice of termination. In such event, the CMAR shall have no obligation to perform the Scope of Work covered by such unexecuted Phase II Construction Price Amendment. 2.2 Construction Phase Services 2.2.1 Commencement. Unless otherwise provided to the contrary elsewhere in this Agreement or the other Contract Documents, CMAR’s Construction Phase Services shall commence within 30 days of the Phase II Notice to Proceed. 2.2.2 Self-Perform Work. As part of the CMAR’s Construction Phase Services, the CMAR may be entitled to self-perform work on a negotiated basis or competitively bid against the market in accordance with applicable law and Owner approval. Any self-perform Work, whether negotiated or competitively bid, that is approved by the Owner is subject to the terms and conditions of and as identified in Exhibit B and the following provisions of this Paragraph 2.2.2. 2.2.2.1 The CMAR may seek to perform portions of the Work itself, other than minor work that may be included in the CMAR’s Construction General Conditions Costs, if the CMAR or CMAR team member submits its proposal and is awarded for those portions of Work in the same manner as all other Subcontractors. If the CMAR intends to submit a proposal for such Work, it shall notify Owner prior to soliciting Proposals and all such proposals shall be submitted directly to the Owner in accordance with Exhibit B. If the Owner determines that the CMAR’s bid or CMAR team member’s proposal provides the best value, based on cost and relevant experience for the Owner, the CMAR or CMAR team member may be awarded that portion of the Work. 2.2.2.2 If a selected Subcontractor defaults in the performance of its Work or fails to execute a subcontract after being selected in accordance with this paragraph, the CMAR may, without advertising, fulfill the contract requirements through selection of an alternate Subcontractor or self- performance, in each case with the Owner’s prior written approval. Owner shall be notified in the event of a Subcontractor default or failure to execute the subcontract. 2.2.2.3 Work identified pursuant to Exhibit B and performed directly by the CMAR shall be limited to 100% of the Phase II Construction Price unless a lower or higher percentage is requested and approved by the Owner. For any Work that will be performed by the CMAR, bids or request for proposal shall be submitted to and reviewed by the Owner’s Representative or any other neutral party as determined by the Owner to avoid a conflict of interest. ARTICLE 3 — Owner Responsibilities Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 10 3.1 Owner Responsibilities Owner shall be responsible for providing the information and delivering the materials set forth in Article 3 of the General Conditions. ARTICLE 4 — Subcontracts and Labor Relations 4.1 Subcontractors The work not performed by the CMAR with its own forces shall be performed by Subcontractors. All subcontracts shall be issued on a Lump-Sum basis unless the Owner has given prior written approval of a different method of payment to the Subcontractor. Owner may require CMAR to competitively bid subcontracts for services or supplies that are over $50,000. CMAR may subcontract any services or supplies that are under $50,000 without the approval or competitive requirement to Subcontractors. 4.2 Labor Relations 4.2.1 Prevailing Wages. 4.2.1.1 Check if applicable: ☐Applicable laws. The current prevailing wage rate determinations for public works contracts by the Owner, the Director of the State Department of Colorado and, if federal funding is used for the Project, the current General Wage Determination Decisions, as determined by the US Secretary of Labor, as same may be changed during the term of this Agreement, are incorporated by this reference. 4.2.1.1.1 Check if applicable: ☐ Davis-Bacon. Should Owner obtain federal funding for the Project, CMAR shall be responsible for ensuring that all subcontracts and Subcontractors fully comply with all applicable requirements of the Davis-Bacon Act, including but not limited to applicable prevailing wage, contractual provisions, and recordkeeping. 4.2.1.1.2 Check if applicable: ☐ CMAR shall pay any person performing labor necessary to complete any portion of Work on the Project not less than the highest general prevailing rate of wages. If federal funds are used for the Project, where the minimum rate of pay for any classification differs among city, state, and federal wage rate determinations, the highest rate of pay shall prevail. 4.2.1.1.3 Check if applicable: ☐ CMAR shall include, in any contract or subcontract relating to Work on the Project, a requirement that all persons performing labor under such contract Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 11 or subcontract shall be paid not less than the highest prevailing rate of wages for the labor so performed. 4.2.2 Nondiscrimination / Nonharassment. During the performance of this Contract, the Contractor agrees as follows: The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, marital status, sexual orientation, being handicapped, a disadvantaged person, or a disabled or Vietnam era veteran. The Contractor will take affirmative action to insure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, sex, age, sexual orientation, handicapped, a disadvantaged person, or a disabled or Vietnam era veteran. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. Any business that enters into a contract for goods or services with the City of Aspen or any of its boards, agencies, or departments shall: 4.2.2.1 Implement an employment nondiscrimination policy prohibiting discrimination in hiring, discharging, promoting or demoting, matters of compensation, or any other employment-related decision or benefit on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. 4.2.2.2 Not discriminate in the performance of the contract on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. The foregoing provisions shall be incorporated in all subcontracts hereunder. ARTICLE 5 — Time 5.1 Performance of the Work 5.1.1 Date of Commencement. The Date of Commencement of the Preconstruction Phase Services and Construction Services, as applicable, shall be as set forth in Subparagraph 5.1.1 of the General Conditions. The Work shall proceed in general accordance with the Schedule of Work as such Schedule may be amended from time to time, subject to other provisions of this Agreement. The Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 12 Schedule is subject to allowable adjustments in the Contract Time as permitted herein or in the other Contract Documents. 5.1.2 Substantial / Final Completion. Unless the Parties agree otherwise, the Date of Substantial Completion and the Date of Final Completion shall be established pursuant to the Phase II Construction Price Amendment, subject to adjustments as provided for in the Contract Documents. If a Phase II Construction Price is not established and the Parties desire to establish a Date of Substantial Completion or Date of Final Completion, it shall be set forth via Amendment. 5.1.3 The CMAR shall not knowingly commence the Work before the effective date of Notice to Proceed to be provided by the CMAR and Owner as required by the Contract Documents. 5.2 Schedule of the Work 5.2.1 The initial Schedule is attached hereto as Exhibit F. 5.2.2 Owner will timely review the baseline Schedule submitted by CMAR. If the Owner determines that additional supporting data are necessary to fully evaluate the Schedule, the Owner will request additional supporting data in writing. Such data shall be furnished no later than 7 days after the date of such request. Owner will render a decision promptly and in any case within 7 days after the latter of the receipt of the Schedule update or the deadline for furnishing such additional supporting data. Owner shall review, approve, and/or provide comments in a reasonable time. 5.2.3 Contemporaneously with CMAR’s submission of its Phase II Construction Price Proposal in accordance with Phase II Construction Price Amendment, the CMAR shall submit to the Owner and, if directed, the Engineer, a Schedule Update, in compliance with the technical scheduling requirements attached hereto as Exhibit G and the requirements of this Paragraph 5.2, that shall show the dates on which the CMAR plans to commence and complete various parts of the Work, including dates on which information and approvals are required from the Owner. 5.3 Contract Time, Delays, and Extensions of Time 5.3.1 CMAR agrees to complete Phase I Preconstruction Phase Services by December 31st, 2025 and make progress to support the project moving forward accordance with the design milestones established by the Engineer as shown in Exhibit F. 5.3.2 The Contract Time, as it may be modified from time to time in accordance with this Agreement and any other applicable Contract Documents, shall control the determination of liquidated damages payable by CMAR under Paragraph 5.4 and in the determination of any delay under Paragraph 5.3. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 13 5.3.3 Weather related delays and the number of acceptable delay days shall be developed into the Project Construction Schedule during Phase I Preconstruction Phase and incorporated into Phase II Construction Price Amendment Article 3. The CMAR shall be entitled to a commensurate extension of time and reimbursement of costs associated with the delay, including Construction General Conditions Costs, in each case as may be agreed upon by the Owner and CMAR but subject to the requirements of Article 5 of the General Conditions. 5.3.4 In the event delays to the Work are encountered for any reason, the CMAR shall provide prompt written notice to the Owner of the cause of such delays after CMAR first recognizes the delay. Excusable delays shall be adjusted upon and subject to the terms and conditions of Article 5 of the General Conditions. 5.3.5 A waiver of or failure by the Owner or Owner’s Representative to enforce any requirement in this Article 5 hereof or the requirements of Article 5 of the General Conditions, including, without limitation, the requirements in Paragraph 5.3 thereof, in connection with any or all past delays shall not constitute a waiver of, and shall not preclude the Owner or Owner’s Representative from enforcing such requirements in connection with any present or future delays. 5.4 Liquidated Damages 5.4.1 Substantial Completion. The Owner and the CMAR agree that this Agreement shall provide for the imposition of liquidated damages for any CMAR delay not excused by Paragraph 5.3 hereof or elsewhere in this Agreement. 5.4.1.1 The CMAR agrees that if the Work of the Project is not Substantially Completed on or before the Substantial Completion Date applicable to the Project, the CMAR shall pay the Owner as liquidated damages and not as a penalty the sum of money per day for each day of unexcused delay fifteen (15) days past the Substantial Completion Date up to a maximum aggregate amount to be determined during Phase I Preconstruction Phase. The daily sum of money shall be determined during Phase I Preconstruction Phase and Liquidated Damages applied to Phase II Construction Price Amendment and construction phase of the project. The liquidated damages provided herein shall be the sole and exclusive remedy for any unexcused delay in the performance of CMAR’s obligations hereunder and shall be in lieu of any and all other liability to the Owner for extra costs, losses, expenses, claims, penalties and any other damages of whatever nature (whether actual, compensatory, direct, indirect, special, consequential, punitive, or otherwise) incurred by the Owner and which are caused by any unexcused CMAR delay in timely achieving Substantial Completion on or before the Substantial Completion Date. The Parties acknowledge and agree that it would be extremely difficult, if not impossible, to quantify the economic loss incurred by the Owner as a result of such unexcused delay, that the liquidated damages contemplated herein are reasonable and represent a fair approximation of the economic loss to be Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 14 incurred by Owner as a result of such unexcused delay, and that such liquidated damages shall be enforceable to the maximum extent permitted under Applicable Law. ARTICLE 6 — Compensation 6.1 CMAR’s Compensation for Preconstruction Phase Services 6.1.1 The Owner shall compensate CMAR for performance of the CMAR’s Preconstruction Phase Services outlined in Paragraph 2.1 hereof on the following basis: time and materials not to exceed to the total fee as shown in Fee Breakdown located in Exhibit B. Such compensation shall be based on the direct personnel costs incurred by CMAR and includes the direct salaries of the CMAR’s personnel providing Preconstruction Phase Services on the Project and CMAR’s customary and mandatory contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions and, unless otherwise provided, includes all sales, use, consumer, and other taxes mandated by applicable law, and appropriate fee applied to such costs. 6.2 CMAR Compensation for Early Work(s) Package(s) 6.2.1 If the Parties agree to negotiate Early Work Packages, refer to Exhibit D. Services performed for Early Works shall be subject to this Agreement and the General Conditions and other provisions of the Contract Documents applicable to the Phase II Construction Services. 6.3 CMAR’s Compensation for Construction Phase Services 6.3.1 The Owner shall compensate the CMAR for Work performed and described in a Phase II Construction Price Amendment on the basis of a Cost Plus Guaranteed Maximum Price as set forth in such Phase II Construction Price Amendment and General Conditions. 6.3.2 CMAR Fee. The Fee (“CMAR’s Fee” or “Fee”) payable by the Owner to the CMAR equals 6% of the Cost of the Work and is included in, and a part of, the Phase II Construction Contract Price agreed upon by the Owner and the CMAR pursuant of the Phase II Construction Price Amendment. The CMAR’s Fee includes all the CMAR’s home office overhead and profit. Construction General Conditions Costs are an element of the Cost of Work and are not included in the CMAR’s home office overhead. 6.4 Hourly Rates 6.4.1 Where Work or portions thereof performed by the CMAR for Preconstruction Phase Services is charged on an hourly rate basis, such Work shall be subject to and completed in accordance with the CMAR’s hourly rate schedule attached Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 15 hereto as Exhibit H and incorporated herein by this reference and shall be inclusive of markup for overhead and profit. A separate hourly rate schedule for Construction Phase Services shall be attached to the Phase II Construction Price Amendment upon Owner’s and CMAR’s mutual execution of the same and shall be at cost without markup for overhead and profit. ARTICLE 7 — Changes Changes in the Work that are within the general scope of this Agreement shall be accomplished, without invalidating this Agreement, by Change Order, Owner Change Directive, and Field Order, in each case in accordance with and subject to the terms and provisions of Article 7 of the General Conditions and any Phase II Construction Price Amendment executed in connection herewith for the Project. ARTICLE 8 — Payment 8.1 Payments for Preconstruction Phase Services shall be made monthly in proportion to services performed unless otherwise agreed, in writing, by Owner and CMAR. Payments are due and payable upon presentation of the CMAR’s request for payment. Amounts unpaid more than 30 days after the invoice date shall bear interest at the rate of 1% per month. 8.2 Payments for Construction Phase Services performed following the execution of a Phase II Construction Price Amendment for the same shall be made in accordance with such Amendment and the General Conditions. 8.3 Procedure for Change of Payment: Upon execution of this Agreement, CMAR shall provide Owner with written payment instructions and all necessary forms required by Owner to effectuate payments to CMAR by wire transfer or ACH (the “Payment Information”). CMAR shall submit the initial Payment Information to Owner by certified mail or hand delivery only. If Owner receives a request to change such Payment Information, Owner agrees that it will not modify or make a change to this Payment Information without oral confirmation, followed by written confirmation, from CMAR’s Chief Financial Officer or CMAR’s VP of Finance. Owner shall make no changes to the Payment Information if it does not receive the oral and written confirmations as stated herein. If Owner makes any change to the Payment Information without first receiving the confirmations stated herein, it shall be solely responsible for any monies lost or stolen and not paid to CMAR as required under the terms of this Agreement. This written and oral communication shall be submitted to the Owner’s Authorized Representative. ARTICLE 9— Liability 9.1 Waiver of Consequential Damages Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 16 Except for (a) damages mutually agreed upon by the Parties as liquidated damages in Paragraph 5.4 hereof, and (b) subject to the following provisions set forth in this Paragraph 9.1, notwithstanding anything else herein to the contrary, the Owner and the CMAR agree to waive all claims against each other for any consequential, incidental, indirect, or other special damages that may arise out of or relate to this agreement. The Owner agrees to waive consequential or other special damages including, but not limited to, the Owner’s loss of use of the Project, any rental expenses incurred, loss of tax abatements or credits, cost of substitute facilities or services, cost of purchased or replacement product or claims from customers or suppliers of Owner, loss of income, profit, or revenue related to the Project, as well as the loss of business, opportunity, loss of financing, principal office overhead and expenses, loss of profits not related to this Project, loss of reputation or goodwill and/or insolvency regardless of whether any of the foregoing are found to be direct or indirect. The CMAR agrees to waive consequential damages including, but not limited to, loss of business, loss of financing, loss of profits not related to this Project, loss of bonding capacity, loss of reputation and / or insolvency. The provisions of this paragraph shall also apply to the termination of this Agreement and shall survive such termination. 9.2 CMAR’s Limitation of Liability Notwithstanding anything to the contrary contained herein or in the other Contract Documents, the maximum liability, in the aggregate, of the CMAR, its Subcontractors, sureties (if any) and their respective officers, directors, shareholders, employees, agents, successors and assigns to Owner and anyone claiming by, through, or under Owner for any loss, damage, suit, action, liability, claim, or expense caused by, resulting from, or arising out of or relating in any way to this Agreement or the Project from any cause whatsoever, including, without limitation, the negligence, breach of contract, strict liability, express or implied warranty, indemnity, professional errors or omissions, or any other cause arising at law or in equity, shall in all events be limited to and not exceed 30% of the Phase II Construction Price. This limitation has been freely bargained for by the Parties for valuable consideration and shall be enforceable to the maximum extent permitted by applicable law. 9.3 Releases, waivers, and limitations on liability and remedies expressed in the Contract Documents shall apply even in the event of the fault, tort (including negligence), strict liability, breach of contract or warranty, or other basis of liability of the benefited Party. 9.3.1 Releases. Contractor shall, if requested by Owner, before being entitled to receive any payment due, furnish to Owner all releases obtained from subcontractors and material suppliers covering work done and the materials furnished to the Project and showing an expenditure of an amount not less than the total of all previous payments made hereunder by Owner to Contractor. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 17 9.3.2 Remedies. No remedy conferred on either party to this Contract shall be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy. ARTICLE 10 — Dispute Mitigation and Resolution 10.1 Claims Procedures Claims procedures are governed by Article 11 of the General Conditions. 10.2 Preconstruction Phase Services If, during the Preconstruction Phase Services the Parties cannot reach resolution on a matter relating to or arising out of the Agreement, the Parties shall endeavor to reach resolution through good faith direct discussions between the Parties’ representatives, who shall possess the necessary authority to resolve such matter and who shall record the date of first discussions. If the Parties’ representatives are not able to resolve such matter within five (5) business days from the date of first discussion, the Parties’ representatives shall immediately inform senior executives of the Parties in writing that resolution was not affected. Upon receipt of such notice, the senior executives of the Parties shall meet within five (5) business days to endeavor to reach resolution. If the dispute remains unresolved after fifteen (15) days from the date of first discussion, the Parties shall submit such matter to the mediation procedures identified in Paragraph 11.2.2 of the General Conditions as a condition precedent to any judicial forum or voluntary binding alternative dispute resolution proceeding subsequently agreed to by the Parties. 10.3 Construction Phase Services During the Construction Phase Services, the Parties shall resolve any disputes between them in accordance with the dispute mitigation and resolution procedures selected by them in Article 11 of the General Conditions. ARTICLE 11 — Miscellaneous Provisions 11.1 Governing Law This Agreement shall be governed by the law in effect at the location of the Project. 11.2 Severability The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. 11.3 No Waiver of Performance Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 18 The failure of either Party to insist, in any one or more instances, on the performance of any of the terms, covenants, or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition, or right with respect .to further performance or any other term, covenant, condition, or right. 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. 11.4 Titles and Groupings The titles given to the articles of this Agreement are for ease of reference only and shall not be relied upon or cited for any other purpose. The grouping of the articles in this Agreement and of the Owner’s Specifications under the various headings is solely for the purpose of convenient organization and in no event shall the grouping of provisions, the use of paragraphs, or the use of headings be construed to limit or alter the meaning of any provisions. 11.5 Joint Drafting The Parties expressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either Party but shall be construed in a neutral manner. 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. 11.6 Federal Financial Assistance. SBE, MBE, WBE, DBE Provisions Not Used 11.7 Counterparts; Electronic Signatures This Agreement, the General Conditions, and other Contract Documents may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Facsimile or electronic signatures on this Agreement and/or the other Contract Documents, as applicable, shall be deemed originals for all purposes. 11.8 Attorneys’ Fees In the event of any claim, controversy, or dispute involving this Agreement, the Parties’ performance hereunder or interpretation hereof, the substantially prevailing Party in such claim, controversy, or dispute shall be awarded its reasonable attorneys’ fees and costs, including attorneys’ fees and costs of any associated appeal. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 19 11.9 Exhibits, Schedules, and Addenda Exhibits, schedules, and addenda bearing on the payment and performance of the Construction Phase Services will be attached to the Phase II Construction Price Amendment for such Construction Phase Services. The following exhibits pertaining to the Preconstruction Phase Services are attached hereto and incorporated herein by this reference: Exhibit A General Conditions to Agreement Exhibit B CMAR Phase I Preconstruction Scope of Services Exhibit C Phase I Notice to Proceed Exhibit D Phase I Early Work(S) Package(S) Exhibit D.1 Phase I Early Work(S) Package(S) Amendment Form Exhibit E Phase II Construction Price Amendment Exhibit F Initial Schedule of Work Exhibit G Project Technical Scheduling Requirements Exhibit H Preconstruction Phase Services Hourly Rate Schedule Exhibit I Project Technical Performance Requirements 11.10 Compliance with Owners Procurement Code The Project shall also be constructed and completed in strict compliance with all laws, ordinances, rules, regulations of all applicable governmental authorities, and the City of Aspen Procurement Code, Title 4 of the Municipal Code, including the approval requirements of Section 4-08-040. 11.11 Licensure of CMAR CMAR hereby represents and warrants to Owner that CMAR is duly licensed as a general contractor in the State of Colorado, and if applicable, in the County of Pitkin. CMAR shall obtain business license with City of Aspen prior to receiving Notice to Proceed. 11.12 Prohibited Interest No member, officer, or employee of the City of Aspen, Pitkin County or the Town of Snowmass Village shall have any interest, direct or indirect, in this Contract or the proceeds thereof. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 20 11.13 Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflict of Interest 11.13.1 The CMAR warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon a Contract or understanding for a commission, percentage, brokerage, or contingency fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the CMAR for the purpose of securing business. 11.13.2 The CMAR agrees not to give any employee or former employee of the Owner a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Contract or to any solicitation or proposal therefore. 11.13.3 It shall be a material breach of the Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a Subcontractor under a contract to the CMAR or higher tier Subcontractor or any person associated therewith, as an inducement for the award of a Subcontract or order. The CMAR is prohibited from inducing, by any means, any person employed under this Contract to give up any part of the compensation to which he/she is otherwise entitled. The CMAR shall comply with all applicable local, state and federal "anti-kickback" statutes or regulations. 11.14 Payments Subject to Annual Appropriations If the contract awarded extends beyond the calendar year, nothing herein shall be construed as an obligation by the Owner beyond any amounts that may be, from time to time, appropriated by the Owner on an annual basis. It is understood that payment under any contract is conditional upon annual appropriation of funds by said governing body and that before providing services, the CMAR, if it so requests, will be advised as to the status of funds appropriated for services or materials and shall not be obligated to provide services or materials for which funds have not been appropriate. 11.15 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 (Owner and CMAR), notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 21 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 ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. 11.16 Execution of Agreement by Owner This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors and assigns; however, neither Party may assign this Agreement without the written consent of the other Party. Notwithstanding anything to the contrary contained herein, this Agreement shall not be binding upon the Owner unless duly executed in accordance with the requirements of the Owner’s municipal code, by the Mayor of the City of Aspen, or a duly authorized official in the Mayor’s absence, following approval of City Council. 11.17 Governmental Immunity The Parties hereto understand and agree that Owner is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $350,000.00 per person and $1,093,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to Owner, its officers, or its employees. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 23 Exhibit A—General Conditions to Agreement CONSTRUCTION MANAGEMENT AT-RISK (CMAR) Contract Template: Exhibit A – General Conditions to Agreement Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions ii Copyright © 2023 Water Collaborative Delivery Association. All rights reserved. WCDA NO. CMAR-106-2023 By using this WCDA template document, you agree to the terms outlined below: The Water Collaborative Delivery Association (WCDA) provides this template document for general educational purposes only. Because every project has unique characteristics and requirements, owners and other industry participants should obtain advice from an experienced CMAR professional on how the general principles and guidance contained in this publication apply to a particular project. This publication does not constitute and should not be considered to be legal advice. Parties seeking legal advice should consult with legal counsel familiar with their particular circumstances. You acknowledge that WCDA documents are protected by US and international copyright laws. Content used for any purpose must maintain unaltered copyright and other proprietary notices, including attribution to Water Collaborative Delivery Association as the source of the content. All copies you make of our content to distribute must carry the following notice: "Reproduced with permission. Copyright © 2023 Water Collaborative Delivery Association. All rights reserved.” This WCDA template document cannot be sold or otherwise monetized by owners or other entities. This template can be reproduced and modified, where indicated, for procurement and education purposes only. This document was developed by WCDA with the support and review of our members via a pro bono task force of dedicated subject matter experts, including Jessica Adams-Weber, PE (HDR), David Rieken, Jr., PE, DBIA, ENV SP (Sundt Construction), Catherine Lang, Esq. (HDR), Michael C. Loulakis, Esq., FDBIA (Capital Project Strategies, LLC), Peter W. Tunnicliffe, PE, DBIA, CIRM (CDM Smith), and Paul Franke, Esq. (Polsinelli). Water Collaborative Delivery Association PO Box 13333, 951 20th Street Denver, CO 80201 303-641-0550 info@WaterCollaborativeDelivery.org www.watercollaborativedelivery.org Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions iii CONTENTS ARTICLE 1 — General Provisions................................................................................ 2 ARTICLE 2 — CMAR Preconstruction Phase and Construction Phase Responsibilities ............................................................................................................. 4 ARTICLE 3 — Owner’s Responsibilities .................................................................... 19 ARTICLE 4 — Subcontracts ....................................................................................... 22 ARTICLE 5 — Time ...................................................................................................... 23 ARTICLE 6 — Compensation ..................................................................................... 29 ARTICLE 7 — Changes ............................................................................................... 30 ARTICLE 8 — Payment ............................................................................................... 32 ARTICLE 9 — Indemnity, Insurance, Waivers, and Bonds ...................................... 37 ARTICLE 10 — Suspension, Notice to Cure, and Termination of the Agreement . 39 ARTICLE 11 — Claims, Claims Procedures, Dispute Mitigation, and Resolution . 43 ARTICLE 12 — Miscellaneous Provisions ................................................................ 48 Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 1 Aspen Water Treatment Facility Improvements General Conditions to Agreement Dated: February 11th, 2025 (“Agreement”) Between City of Aspen, as Owner (“Owner”), whose address is: 427 Rio Grande Place Aspen CO, 81611 and The Haskell Company, as Construction Manager at-Risk (“CMAR”), whose address is: 1667 Cole Blvd., Suite 250 Lakewood, CO, 80401 For the following Project (“Project”): Project No. 2024-452 Project Name: 51757 Water Treatment Facility Improvements In which Garver is the Engineer (“Engineer”). Capitalized terms used herein but not defined herein shall have the meanings given them in the Agreement, Phase II Construction Price Amendment, and other Contract Documents. NOTICES: Any notice which any party is required or may desire to give to any other party shall be in writing and may be personally delivered or given or made by United States mail using the addresses above. Any notice so given, delivered, or made by United States mail, shall be deemed to have been given the same day as transmitted by telecopier or delivered personally, one day after consignment to overnight courier service such as Federal Express, or two days after the deposit in the United States mail as registered or certified matter, addressed as above provided, with postage thereon fully prepaid. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 2 ARTICLE 1— General Provisions 1.1 Contract; Order of Precedence The Contract Documents are enumerated in the Agreement and consist of the Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, addenda issued prior to execution of the Agreement, other documents or exhibits listed in or attached to the Agreement, and Modifications issued after execution of the Agreement. A “Modification” is (a) a written amendment to the Agreement signed by both the Owner and the CMAR (each a “Party” and collectively, the “Parties”), (b) a Change Order, (c) an Owner Change Directive, or (d) a written order for a minor change in the Work issued by the Engineer. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, instructions to bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the CMAR’s bid or proposal, or portions of addenda relating to bidding or proposal requirements. Conflicts, ambiguities, or inconsistencies between or amongst the Contract Documents are governed by and subject to the order of precedence set forth in Paragraph 1.1.5 hereof. 1.1.1 In case of conflicts or inconsistencies between the Drawings and Specifications, the Owner and the CMAR shall attempt to resolve the conflict or inconsistency through mutual and good faith discussions and if the Parties are unable to resolve the matter in a mutually satisfactory manner, the CMAR shall be entitled to submit a Claim in accordance with Article 11 hereof for the increased cost and time caused by or resulting from such conflict or inconsistency. 1.1.2 Where figures are given, they shall be preferred to scaled dimensions. 1.1.3 Any terms that have well-known technical or trade meanings, unless otherwise specifically defined in the Agreement or these General Conditions, shall be interpreted in accordance with their well-known meanings. 1.1.4 In the event of a conflict between provisions of any of the Contract Documents which cannot be resolved by giving effect to both provisions, the order of precedence of the Contract Documents in descending order, shall be as follows: 1.1.4.1 Amendments and Change Orders, with precedence of amendments and Change Orders in reverse order of execution; 1.1.4.2 The Agreement, including all exhibits thereto; in event of a conflict between the body of the Agreement and (or between) Agreement exhibits which cannot be resolved by giving effect to both provisions, the order of precedence shall be the body of the Agreement followed by the exhibits in the order they are attached to the body of the Agreement, with precedence of such exhibits given in the order in which they are attached to the Agreement; Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 3 1.1.4.3 Supplementary Conditions, if any, to the Contract Documents; 1.1.4.4 These General Conditions; 1.1.4.5 Drawings and Specifications; and 1.1.4.6 Notice to Proceed. If any provision of the Agreement conflicts with or is inconsistent with any other provision of other Contract Documents, the provisions of the Agreement govern, unless the other provision specifically refers to the provision it supersedes and replaces it in the Agreement or unless otherwise superseded by the order of precedence set forth above in this Paragraph 1.1.5. 1.1.5 The Agreement and other Contract Documents are solely for the benefit of the Owner and the CMAR except to the extent expressly provided in the Agreement, represents the entire and integrated agreement between such Parties, and supersedes all prior negotiations, representations, or agreements, either written or oral. 1.2 Relationship of Parties The Owner and the CMAR agree to proceed with the Project based on mutual trust, good faith, and fair dealing. 1.2.1 The CMAR shall furnish preconstruction, permitting assistance, construction, administration, and management services and use the CMAR’s reasonable efforts to perform the Work in an expeditious manner consistent with the Contract Documents. The Owner and CMAR shall endeavor to promote harmony and cooperation among all Project participants. 1.2.2 The CMAR represents that it is an independent contractor and that in its performance of the Work it shall act as an independent contractor. It is expressly acknowledged and understood by the parties that nothing contained in this agreement shall result in or be construed as establishing an employment relationship. CMAR 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 CMAR shall be, or shall be deemed to be, the employee, agent or servant of the Owner. 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 CMAR. CMAR shall be solely and entirely responsible for its acts and for the acts of CMAR’s agents, employees, servants and consultants during the performance of this contract. CMAR shall indemnify Owner against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 4 tax law, with respect to CMAR and/or CMAR’s employees engaged in performance of the services agreed to herein. 1.2.3 Neither the CMAR nor any of its agents or employees shall act on behalf of or in the name of the Owner except as provided in the Agreement unless authorized in writing by the Owner’s Representative. 1.2.4 The Owner’s Representative shall possess full authority to give instructions from the Owner and shall be able to issue directions and Change Orders to the CMAR. 1.2.5 The CMAR Representative shall possess full authority to receive instructions from the Owner and to act on those instructions. The CMAR shall notify the Owner in writing of a change in the designation of the CMAR Representative. Upon such notice, the Owner will have 5 Business Days to approve or reject the change in designation. Should the Owner reject the CMAR Representative, the CMAR and Owner shall meet within one (1) Business Day to decide on who will serve as the CMAR Representative. 1.2.6 The Owner and the CMAR shall perform their obligations with integrity, ensuring at a minimum that: 1.2.6.1 Conflicts of interest shall be avoided or disclosed promptly to the other Party; and 1.2.6.2 The Owner and the CMAR warrant that they have not and shall not pay nor receive any contingent fees or gratuities to or from the other Party, including their agents, officers, and employees, Subconsultants, or Others from whom they may be liable, to secure preferential treatment. 1.3 Engineer The Owner, through its Engineer, shall provide all engineering and other design services necessary for the completion of the Work. The Owner shall obtain from the Engineer either a license for the CMAR and Subcontractors to use the design documents prepared by the Engineer or ownership of the copyrights for such design documents, and shall, to the extent authorized under Colorado law, indemnify, defend, and hold harmless the CMAR against any suits or claims of infringement of any copyrights or licenses arising out of the use of the design documents except if used by the CMAR or any other entity on work not contemplated by this Agreement or work outside the Project. ARTICLE 2 — CMAR Preconstruction Phase and Construction Phase Responsibilities 2.1 General Responsibilities Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 5 2.1.1 The CMAR shall provide all labor, materials, equipment, and services necessary to complete the Work, all of which shall be provided in full accord and consistent with the Contract Documents as being necessary to produce the indicated results. 2.1.2 The CMAR shall be responsible for the supervision and coordination of the Work, including the construction means, methods, techniques, sequences, and procedures used, unless the Contract Documents give other specific instructions. In such case, the CMAR shall not be liable to the Owner for damages resulting from compliance with such instructions unless the CMAR recognized and failed to timely report to the Owner any error, inconsistency, omission, or unsafe practice that it discovered in the specified construction means, methods, techniques, sequences, or procedures. The CMAR shall not be required to provide professional services which constitute the practice of architecture or engineering except as otherwise provided in Subparagraph 2.1.6 nor shall the CMAR be liable for professional services rendered by or design documents prepared by the Engineer or any of its consultants or subconsultants at any tier. The CMAR shall be entitled to rely upon the adequacy, accuracy, and completeness of all design, engineering, and other consulting services provided by the Engineer and its consultants and subconsultants at all tiers and/or other consultants retained directly or indirectly by the Owner. The CMAR shall have no liability to the Owner or any other Party for the failure of any Drawings, Specifications, or other design or engineering produced by Others to be adequate, correct, complete, and free from defect for any purpose or to comply with Applicable Law, all of which shall remain the responsibility of the Engineer. 2.1.3 The CMAR shall perform Work only within locations allowed by the Contract Documents, applicable permits, and Applicable Law. 2.1.4 The CMAR and its Subcontractors shall review and compare each of the Contract Documents with the others and with information furnished or made available by Owner and shall, subject to limitations set forth in Subparagraph 2.1.2 hereof, promptly report in writing to Owner’s Representative any errors, inconsistencies, or omissions it discovers in the Contract Documents or inconsistencies it discovers with Applicable Law observed by the CMAR or its Subcontractors. The CMAR and its Subcontractors shall take field measurements, verify field conditions, and compare with the Contract Documents with such field measurements and conditions before commencing any of the Work. The observations and measurements are for the purpose of facilitating coordination and construction by the CMAR and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, they are opportunities for the CMAR to identify any readily observable or potential errors, omissions, or inconsistencies in the Contract Documents. Readily observable errors, inconsistencies, or omissions discovered by the CMAR shall be promptly reported in writing to Owner’s Representative. The CMAR maintains responsibility for losses, including the costs of correcting Defective Work involving an error, inconsistency, or omission by the CMAR and/or its Subcontractors which are Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 6 caused by or are attributable to the CMAR, but the CMAR does not have responsibility for losses arising from design or engineering errors or omissions and it is recognized that the CMAR’s review, observations, and measurements are made in the CMAR’s capacity as a construction manager and not as a licensed design or engineering professional. 2.1.5 Worksite Visit. The CMAR acknowledges that it has visited, or has had the opportunity to visit, the Worksite to visually inspect the general and local conditions which could affect the Work and, during the Preconstruction Phase, has participated in Owner/Engineer work sessions and provided input and feedback to the Owner and Engineer on the design and engineering of the Project, both from a constructability and a budgeting and cost-trending analysis standpoint. The CMAR will advise the Owner if it requires additional visits to increase its familiarity with the general and local conditions of the Worksite which may impact the Work. 2.1.6 Professional Services. The CMAR may be required to procure professional services to carry out its responsibilities for construction means, methods, techniques, sequences, and procedures or as such services are specifically called for by the Contract Documents. The CMAR shall obtain these professional services and any design certifications required from licensed design professionals. All Drawings, Specifications, calculations, certifications, and submittals prepared by such design professionals shall bear the signature and seal of such design professionals and the Owner and the Engineer shall be entitled to rely upon the adequacy, accuracy, and completeness of such design services. If professional services are specifically required by the Contract Documents, the Owner, through the Engineer, shall indicate all required performance and design criteria. The CMAR shall not be responsible for the adequacy of such performance and design criteria. The CMAR shall not be required to provide such services in violation of Applicable Law in the jurisdiction where the Project is located. Should the CMAR refuse to provide services based on the inadequacy of design criteria or because of a violation of existing Applicable Law, the CMAR shall provide notice and an explanation to Owner within 5 Business Days of the CMAR becoming aware of the issue. The CMAR shall work with Owner to mitigate the issue. 2.2 Preconstruction Phase Services The CMAR’s Scope of Work responsibilities include the Preconstruction Phase Services defined and described in the Agreement. The CMAR shall perform such Preconstruction Phase Services at the time, in the manner, and for the Fee set forth in Article 2 of the Agreement. Unless otherwise mutually agreed in writing by the Owner and the CMAR, such Preconstruction Phase Services do not require or obligate the CMAR to generate or produce any design or engineering for the Project but will require the CMAR to participate in Owner/Engineer work sessions and provide input and feedback to the Owner and Engineer on the design and engineering of the Project from a constructability, budgeting, schedule, and cost- trending analysis standpoint. The CMAR, when providing input and feedback, shall not be responsible or liable for any design or engineering related work or services. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 7 However, the CMAR shall be responsible for any temporary works or related construction engineering necessary to implement the construction of the Project. 2.3 Construction Phase Services 2.3.1 Commencement. Unless otherwise provided to the contrary elsewhere in this Agreement or the other Contract Documents, the CMAR’s Construction Phase Services shall commence upon execution of a Phase II Construction Price Amendment for the Project or specific Bid Package or other portion of the Work. 2.3.2 Coordination. The CMAR shall supervise, coordinate, and direct the Work using the CMAR’s ordinary skill and attention. Subject to Subparagraph 2.1.2, the CMAR shall be solely responsible for and have control over construction means, methods, techniques, sequences, procedures, and the coordination of all portions of the Work. The CMAR shall manage and administer all phases of construction activities to achieve the completion of all Work within the requirements of the Contract Documents. The CMAR shall coordinate the Work of its Subcontractors and Material Suppliers to optimize efficiency and minimize conflict and interference between the various Subcontractors on-site. It is recognized, however, that the CMAR is not acting in the capacity of a licensed design professional, and that the CMAR’s examination is to facilitate construction and does not create an affirmative responsibility to detect errors, omissions, or inconsistencies in the design Drawings or plans created by the Engineer or to ascertain from the design Drawings or plans created by the Engineer compliance with Applicable Laws. The CMAR does not have an affirmative responsibility to detect errors or omissions by the Engineer. 2.3.3 Cost Reporting. The CMAR shall keep such full and detailed accounts as are necessary for proper financial management under this Agreement. The CMAR shall maintain a complete set of all books and records prepared or used by the CMAR with respect to the Project. The CMAR’s records supporting its performance and billings under this Agreement shall be current, complete, and accurate and maintained according to Generally Accepted Accounting Principles, consistently applied. Except for services performed on a Lump Sum basis, the Owner shall be afforded access to all the CMAR’s records, books, correspondence, instructions, Drawings, receipts, vouchers, memoranda, and similar data relating to this Agreement. The CMAR shall preserve all such records for a period of three years after the Final Payment in accordance with Paragraph 8.9 hereof or longer where required by law. 2.3.4 Construction Personnel and Supervision 2.3.4.1 The CMAR shall provide competent supervision for the performance of the Work. Before commencing the Work, the CMAR shall notify the Owner in writing of the name and qualifications of its proposed superintendent(s) and project manager so the Owner may review the individual’s qualifications. If, for reasonable cause, the Owner refuses to approve the individual, or withdraws its approval after once giving it, the Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 8 CMAR shall name a different superintendent for the Owner’s review. Any disapproved superintendent shall not perform in that capacity thereafter at the Worksite. 2.3.4.2 The CMAR shall be responsible to the Owner for acts or omissions of Parties or entities performing portions of the Work for or on behalf of the CMAR or any of its Subcontractors and Material Suppliers. 2.3.4.3 The CMAR shall permit only fit and ordinarily skilled persons to perform the Work. The CMAR shall enforce safety procedures, discipline, and good order among persons performing the Work. If the Owner reasonably determines that a particular person does not follow safety procedures, or is unfit or unskilled for the assigned Work, the CMAR shall immediately reassign the person on receipt of the Owner’s written notice to do so. 2.3.5 Submittals 2.3.5.1 The CMAR shall be responsible to the Owner for the accuracy and conformity of its submittals to the Contract Documents. The CMAR shall prepare and deliver its submittals to the Owner and Engineer in such time and sequence so as not to delay the performance of the Work or the work of the Owner and Others. When the CMAR delivers its submittals to the Owner, the CMAR shall identify in writing for each submittal all changes, deviations, or substitutions from the requirements of the Contract Documents. The review and approval of any CMAR submittal shall not be deemed to authorize changes, deviations, or substitutions from the requirements of the Contract Documents unless express written approval is obtained from the Owner specifically authorizing such deviation, substitution, or change. To the extent a change, deviation or substitution causes an impact to the Phase II Construction Price or Contract Time, such approval shall be promptly memorialized in a Change Order. Further, the Owner shall not make any change, deviation, or substitution through the submittal process without specifically identifying and authorizing such deviation to the CMAR. If the Contract Documents do not contain submittal requirements pertaining to the Work, the CMAR agrees upon request to submit in a timely fashion to the Owner for review and approval any submittals, samples, product data, manufacturers’ literature, or similar submittals as may reasonably be required by the Owner. 2.3.5.2 The CMAR shall perform all Work strictly in accordance with approved submittals. Approval does not relieve the CMAR from responsibility for Defective Work resulting from errors or omissions of any kind on the approved submittals. 2.3.5.3 Record copies of the following, incorporating field changes and selections made during construction, shall be maintained at the Worksite Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 9 and available to the Owner upon request: Drawings, Specifications, addenda, and other Modifications, and required submittals including product data, samples, and shop drawings. 2.3.5.4 No substitutions shall be made in the Work unless permitted in the Contract Documents and then only after the CMAR obtains all approvals required under the Contract Documents for substitutions. All such substitutions shall be memorialized promptly by written approval by the Owner no later than seven (7) days following the Owner’s receipt of a written request for approval thereof. If required, the CMAR will prepare a Change Order request within seven (7) days following approval by the Owner and, if applicable, provide for an adjustment in the Phase II Construction Price or Contract Time. 2.3.5.5 The CMAR shall prepare and submit to the Owner updated electronic data, in accordance with Subparagraph 3.8.1. 2.3.6 Cooperation with Work of Owners and Others 2.3.6.1 The Owner may perform work at the Worksite directly or by Others. Any agreements with Others to perform construction or operations related to the Project shall include provisions pertaining to insurance, indemnification, waiver of subrogation, coordination, interference, cleanup, and safety which are substantively the same as the corresponding provisions of this Agreement. 2.3.6.2 If the Owner elects to perform work at the Worksite directly or by Others, the CMAR and Owner shall coordinate the activities of all forces at the Worksite and agree upon fair and reasonable schedules and operational procedures for Worksite activities. The Owner shall require each separate contractor to cooperate with the CMAR and assist with the coordination of activities and the review of construction schedules and operations. The Phase II Construction Price or the Date of Substantial Completion or the Date of Final Completion shall be equitably adjusted, as mutually agreed by the Parties, for changes made necessary by the coordination of construction activities, and the Schedule of the Work shall be revised accordingly. The CMAR, Owner, and Others shall adhere to the revised Schedule of the Work until it may subsequently be revised. 2.3.6.3 With regard to the work of the Owner and Others, the CMAR shall (a) proceed with the Work in a manner which does not hinder, delay, or interfere with the work of the Owner or Others or cause the work of the Owner or Others to become defective, (b) afford the Owner or Others reasonable access for introduction and storage of their materials and equipment and performance of their activities, and (c) coordinate the CMAR’s construction and operations with theirs as required by Subparagraph 2.3.6.2. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 10 2.3.6.4 Before proceeding with any portion of the Work affected by the construction or operations of the Owner or Others, the CMAR shall visually examine such work performed by the Owner or Others and give the Owner prompt, written notification of any defects the CMAR discovers therein of their work which will prevent the proper execution of the Work. The CMAR’s obligations in this Subparagraph 2.3.6.4 do not create a responsibility for the work of Others but are for the purpose of facilitating the Work. If the CMAR does not notify the Owner of patent defects interfering with the performance of the Work, the CMAR acknowledges that to the CMAR’s reasonable knowledge at the time, the work of the Owner or Others is not defective and is acceptable for the proper execution of the Work. Following receipt of written notice from the CMAR of defects, the Owner shall promptly inform the CMAR what action, if any, the CMAR shall take regarding the defects. 2.3.7 Cutting, Fitting, and Patching 2.3.7.1 The CMAR shall perform cutting, fitting, and patching necessary to coordinate the various parts of the Work and to prepare its Work for the work of the Owner or Others, if within the CMAR’s Scope of Services. 2.3.7.2 Cutting, patching, or altering the work of the Owner or Others shall be done with the prior written approval of the Owner. Such approval shall not be unreasonably withheld. 2.3.8 Cleaning Up 2.3.8.1 The CMAR shall regularly remove debris and waste materials at the Worksite resulting from the Work. Prior to discontinuing Work in an area, the CMAR shall clean the area and remove all rubbish and its construction equipment, tools, machinery, waste, and surplus materials. The CMAR shall minimize and confine dust and debris resulting from construction activities. At the completion of the Work, the CMAR shall remove from the Worksite all construction equipment, tools, surplus materials, waste materials, and debris created by the CMAR and its Subcontractors. 2.3.8.2 If the CMAR fails to commence compliance with cleanup duties within two (2) Business Days after written notification from the Owner of noncompliance, the Owner may implement appropriate cleanup measures without further notice and the cost shall be deducted from any amounts due or to become due the CMAR in the next payment period. 2.3.9 Access to Work. The CMAR shall facilitate the access of the Owner, its Engineer, and Others to Work in progress. The Owner, Engineer, and Others shall follow safety protocols in effect and in compliance with OSHA. 2.3.10 Materials Furnished by the Owner or Others Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 11 2.3.10.1 In the event the Work includes installation of materials or equipment furnished by the Owner or Others, it shall be the responsibility of the CMAR to visually examine the items so provided and thereupon handle, store, and install the items, unless otherwise provided in the Contract Documents, with such skill and care as to provide a satisfactory and proper installation. Loss or damage due to acts or omissions of the CMAR shall be the responsibility of the CMAR and may be deducted from any amounts due or to become due the CMAR. Any defects discovered in such materials or equipment shall be reported at once to the Owner. Following receipt of written notice from the CMAR of defects, the Owner shall promptly inform the CMAR what action, if any, the CMAR shall take regarding the defects. 2.3.11 Tests and Inspections 2.3.11.1 The CMAR shall schedule all required tests, approvals, and inspections of the Work or portions thereof at appropriate times so as not to delay the progress of the Work or other Work related to the Project. The CMAR shall give proper notice to all required Parties of such tests, approvals, and inspections. If feasible, the Owner and Others may timely observe the tests at the normal place of testing. Except as provided in Subparagraph 2.3.11.3 below or unless otherwise required by the Contract Documents, the Owner shall bear all expenses associated with tests, inspections, and approvals required by the Contract Documents which, unless otherwise agreed to, shall be conducted by an independent testing laboratory or entity retained by the Owner. Unless otherwise required by the Contract Documents, required certificates of testing, approval, or inspection shall be secured by the CMAR and promptly delivered to the Owner. 2.3.11.2 If the Owner or appropriate authorities determine that tests, inspections, or approvals in addition to those required by the Contract Documents will be necessary, the CMAR shall arrange for the procedures and give timely notice to the Owner and Others who may observe the procedures. Costs of the additional tests, inspections, or approvals are at the Owner’s expense except as provided in Subparagraph 2.3.11.3. 2.3.11.3 If the procedures described in Subparagraph 2.3.11.1 and 2.3.11.2 indicate that portions of the Work fail to comply with the Contract Documents due to the negligence of the CMAR, the CMAR shall be responsible for costs of correction and retesting. 2.4 Warranty 2.4.1 The CMAR warrants that all materials and equipment furnished under the Construction Phase of this Agreement will be new unless otherwise specified, of good quality, and in conformance with the Specifications set forth in the Contract Documents. The CMAR further warrants that the Work shall be free from defects in materials and workmanship not intrinsic in the design or materials required in Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 12 the Contract Documents. The CMAR’s warranty does not include remedies for defects or damages caused by normal wear and tear during normal usage, use, or operation for a purpose for which the Project was not intended, improper or insufficient maintenance, inadequate, incomplete, or defective design, modifications performed by the Owner or Others, or abuse. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, AND FITNESS FOR PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND ARE NULL AND VOID. The CMAR’s warranty pursuant to this Subparagraph 2.4.1 shall commence on the earlier of (a) the Date of Substantial Completion of the Work or the designated portion as agreed to by the Owner and the CMAR, or (b) the date the Owner takes beneficial use of the Work or designated portion of the Work as agreed to by the Owner and the CMAR. 2.4.2 The CMAR shall use commercially reasonable efforts to obtain from its Subcontractors and Material Suppliers any special or extended warranties expressly required by the Contract Documents. The CMAR’s liability for such warranties shall be limited to the two-year correction period referred to in Subparagraph 2.5. After that period, the CMAR shall assign them to the Owner and provide reasonable assistance to the Owner in enforcing the obligations of Subcontractors and Material Suppliers. 2.5 Correction of Defective Work 2.5.1 If prior to Substantial Completion and within two years after the date of Substantial Completion of the Work any Defective Work is found, the Owner shall promptly notify the CMAR in writing. Unless the Owner provides written acceptance of the condition, the CMAR shall promptly correct the Defective Work. If the Owner discovers a defect, the Owner shall notify the CMAR within seven (7) Business Days of the date of discovery. Work that is found not to conform to the requirements of the Agreement prior to Substantial Completion but does not prevent achievement of Substantial Completion may be corrected prior to Final Completion. 2.5.2 With respect to any portion of Work first performed after Substantial Completion, the two-year correction period for the Defective Work shall be extended by the time period between Substantial Completion and the actual performance of the later Work. 2.5.3 If the CMAR fails to correct or begin to correct Defective Work within seven (7) days after receipt of written notice from the Owner prior to Final Payment, the Owner may correct it in accordance with the Owner’s right to carry out the Work in Subparagraph 10.2.3. In such case, an appropriate Change Order shall be issued deducting the cost of correcting such deficiencies from payments then or thereafter due the CMAR. If payments then or thereafter due the CMAR are not sufficient to cover such amounts, the CMAR shall pay the difference to the Owner. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 13 2.5.4 If the CMAR’s correction or removal of Defective Work causes damage to or destroys other completed or partially completed Work or existing building, the CMAR shall be responsible for the cost of correcting the destroyed or damaged property. 2.5.5 The two-year period for correction of Defective Work does not constitute a limitation period with respect to the enforcement of the CMAR’s other obligations under the Contract Documents. 2.5.6 Prior to Final Payment, at the Owner’s option and with the CMAR’s agreement, the Owner may elect to accept Defective Work rather than require its removal and correction. In such cases, the Phase II Construction Price shall be equitably adjusted for the cost associated with the correction of any diminution in the value of the Project, if any, caused by such Defective Work. 2.6 Correction of Covered Work 2.6.1 On request of the Owner, Work that has been covered without a requirement that it be inspected prior to being covered may be uncovered for the Owner’s inspection. The Owner shall pay for the costs of uncovering and replacement if the Work proves to be in conformance with the Contract Documents, or if the defective condition was caused by the Owner or Others and the CMAR shall be entitled to a Change Order adjusting the Contract Time and/or the Phase II Construction Price for any resulting delay or added cost. If the uncovered Work proves to be defective, the CMAR shall pay the costs of uncovering and replacement. 2.6.2 If a portion of the Work is covered, contrary to specific requirements in the Contract Documents or contrary to a specific request from the Owner, the Owner, by written request, may require the CMAR to uncover the Work, at a mutually convenient time, for the Owner’s observation. In this circumstance, the Work shall be replaced at the CMAR’s expense and with no adjustment to the Contract Time. 2.6.3 The CMAR is required to correct in a timely fashion any Work rejected by the Owner which fails to comply with the Contract Documents prior to the commencement of the warranty period(s) or during the correction period(s) established under Paragraph 2.5. The CMAR shall correct at its own cost and time and bear the expense of additional services required for correction of any Defective Work for which it is responsible. 2.7 Safety of Persons and Property 2.7.1 Safety Precautions and Programs. The CMAR shall have overall responsibility for safety precautions and programs in the performance of the Work. While this Paragraph 2.7 establishes the responsibility for safety between the Owner and CMAR, it does not relieve the Engineer or Subcontractors of their Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 14 responsibility for the safety of persons or property in the performance of their Work, nor for compliance with the provisions of Applicable Laws. 2.7.2 The CMAR shall seek to avoid injury, loss, or damage to persons or property by taking reasonable steps to protect: 2.7.2.1 Its employees and other persons at the Worksite; 2.7.2.2 Materials and equipment stored at on-site or off-site locations for use in the Work; and 2.7.2.3 Property located at the Worksite and adjacent to Work areas, whether the property is part of the Work. 2.7.3 CMAR’s Safety Representative. The CMAR shall designate an individual at the Worksite in the employ of the CMAR who shall act as the CMAR’s authorized safety representative with a duty to prevent accidents in accordance with Subparagraph 2.7.2. The CMAR shall report immediately in writing all accidents and injuries occurring at the Worksite. When the CMAR is required to file an accident report with a public authority, the CMAR shall furnish a copy of the report to the Owner concurrent with the report’s distribution with the public authority. 2.7.4 The CMAR shall provide the Owner with copies of all notices required of the CMAR by Applicable Law. The CMAR’s safety program shall comply with the requirements of Governmental Authorities having jurisdiction. 2.7.5 Damage or loss not insured under property insurance which may arise from the Work to the extent caused by negligent acts or omissions of the CMAR, or anyone for whose acts the CMAR may be liable, shall be promptly remedied by the CMAR. If the Owner deems any part of the Work or Worksite unsafe, and such safety concerns are due to the fault or neglect of the CMAR, its Subcontractors, or anyone else for whom such Parties are responsible, the Owner, without assuming responsibility for the CMAR’s safety program, may require the CMAR to stop performance of the Work or take corrective measures satisfactory to the Owner, or both. If the CMAR does not adopt corrective measures, the Owner may perform them and deduct their cost from the Phase II Construction Price. The CMAR agrees to make no claim for damages, or an increase in the Phase II Construction Price, or for a change in the Dates of Substantial or Final Completion based on the CMAR’s compliance with the Owner’s reasonable request. 2.8 Emergencies 2.8.1 In an emergency, the CMAR shall act in a reasonable manner to prevent personal injury or property damage. If appropriate, an equitable adjustment in the Phase II Construction Price or Date of Substantial Completion or Date of Final Completion shall be determined in a Change Order. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 15 2.9 Hazardous Materials 2.9.1 A Hazardous Material is any substance or material identified now or in the future as hazardous under any federal, state, or local law or regulation, or any other substance or material that may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal, or cleanup. The CMAR shall not be obligated to commence or continue Work until any unknown Hazardous Material discovered or encountered at the Worksite has been removed, rendered, or determined to be harmless by the Owner as certified by an independent testing laboratory and approved by the appropriate government agency. The Owner shall retain generator status of any preexisting hazardous materials contained on-site and shall sign manifests for removal of preexisting hazardous materials. 2.9.2 If after the commencement of the Work, unknown Hazardous Material is discovered or encountered at the Worksite, the CMAR shall be entitled to immediately stop Work in the affected area. The CMAR shall report the condition to the Owner, the Engineer, and, if required, the Governmental Authority with jurisdiction. 2.9.3 The CMAR shall not be required to perform any Work relating to or around Hazardous Material without written mutual agreement. 2.9.4 The Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether the material requires corrective measures or remedial action. Such measures shall be the sole responsibility of the Owner and shall be performed in a manner minimizing any adverse effects upon the Work. The CMAR shall resume Work in the area affected by any Hazardous Material only upon written agreement between the Parties after the Hazardous Material has been removed or rendered harmless and only after approval, if necessary, of the Governmental Authority with jurisdiction. 2.9.5 If the CMAR incurs additional costs or is delayed due to the presence or remediation of Hazardous Material, the CMAR shall be entitled to an equitable adjustment in the Phase II Construction Price and/or in the Dates of Substantial and Final Completion. 2.9.6 To the extent not caused by the negligent acts or omissions of the CMAR, its Subcontractors and Sub-subcontractors, and the agents, officers, directors, and employees of each of them (collectively, the “CMAR Indemnitees”), the Owner, to the extent authorized by Colorado Law, shall defend, indemnify, and hold harmless the CMAR Indemnitees from and against any and all direct or indirect claims, suits, damages, losses, costs, and expenses (including, but not limited to, attorneys’ fees and costs) incurred by any such CMAR Indemnitees in connection with or arising out of or relating to the performance of the Work in any area contaminated or affected by Hazardous Material or any bodily injury or property damage suffered or incurred by any CMAR Indemnitee, in each case arising out of, relating to, Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 16 resulting from, or incurred in connection with the generation, location, transportation, or the existence, remediation, or removal of any Hazardous Materials located on, under, in, or adjacent to the Project Site or transported to or from such Project Site, in each case where such generation, location, transportation, or the existence, remediation, or removal resulted from events or circumstances either (a) occurred prior to the CMAR’s execution of any Phase II Construction Price Amendment and entry onto the Project site at commencement of the Construction Phase Services covered by such Phase II Construction Price Amendment, and/or (b) did not result from or arise out of any errors or omissions of the CMAR or its Subcontractors at any tier. The Parties specifically understand and agree that nothing contained in the Agreement shall be construed as an express or implied waiver by the City of its governmental immunity or of the governmental immunity of the State of Colorado, as an express or implied acceptance by the City of liabilities arising as a result of action which lie in tort or could lie in tort in excess of the liabilities allowable under the Colorado Governmental Immunity Act, as a pledge of the full faith and credit of the State of Colorado, as an assumption by the City of a debt, contract or liability of Contractor in violation of Article XI, Section 1 of the Constitution of Colorado, or as a waiver of the City’s immunity under the Eleventh Amendment of the United State Constitution. 2.9.7 To the extent not caused by the acts or omissions of the Owner, its Engineer or other consultants, the agents, officers, directors, and employees of any of them, or any person or entity in the chain of title to the real property comprising the Project or any portion thereof, whether as owner, tenant, guest, licensee, invitee, or otherwise (collectively, the “Owner Indemnitees”), the CMAR shall defend, indemnify and hold harmless the Owner Indemnitees from and against any and all direct or indirect claims, suits, damages, losses, costs, and expenses (including, but not limited to, attorneys’ fees and costs) incurred by any such Owner Indemnitees in connection with or arising out of or relating to any Hazardous Materials first introduced onto the Project site by the CMAR or its Subcontractors on or after the date of the Agreement; provided however, that in no event shall such indemnity and defense obligations apply to (a) any Hazardous Materials specified for the Work by the Owner, the Engineer, any consultants of such Parties or any other person or entity for whom the Owner is legally responsible, or (b) common cleaning solvents used by the CMAR in the performance of the Work. To the fullest extent permitted by law, such indemnification shall survive the termination of this Agreement and/or the completion of the Work and the transactions contemplated herein. 2.9.8 Removal of Hazardous Materials 2.9.8.1 To the extent the Hazardous Materials not the subject of Subparagraph 2.9.7 above are identified in other applicable provisions above of this Paragraph 2.9, the CMAR shall proceed with remediation and removal of such Hazardous Materials as agent for the Owner in accordance with this Subparagraph 2.9.8. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 17 2.9.8.2 The Owner hereby appoints the CMAR as its agent to act in the Owner’s name and on the Owner’s behalf to negotiate, enter, and execute contracts with third parties to remove, transport, and/or dispose of Hazardous Materials. The CMAR’s scope of authority as agent does not include the execution of any manifests or governmental documents related to the Hazardous Materials. All documents executed by the CMAR acting within the CMAR’s scope of authority shall provide that the CMAR is acting solely as agent for the Owner. The CMAR shall maintain appropriate records of all acts undertaken as agent for the Owner and all such documents shall be available for audit by the Owner. 2.9.8.3 The authority of the CMAR to act as agent on behalf of the Owner shall terminate upon termination or assignment of the Construction Agreement. 2.10 Materials Brought to the Worksite 2.10.1 Material Safety Data (MSD) sheets as required by law and pertaining to materials or substances used or consumed in the performance of the Work, whether obtained by the CMAR, Subcontractors, the Owner, or Others, shall be maintained at the Worksite by the CMAR and made available to the Owner, Subcontractors, and Others. 2.10.2 The CMAR shall be responsible for the proper delivery, handling, application, storage, removal, and disposal of all materials and substances brought to the Worksite by the CMAR in accordance with the Contract Documents and used or consumed in the performance of the Work. 2.10.3 To the extent caused by the negligent acts or omissions of the CMAR, its agents, officers, directors, and employees, the CMAR shall defend, indemnify, and hold harmless the Owner, its agents, officers, directors, and employees, in accordance with Paragraph 2.9.7 hereof, from and against claims, damages, losses, costs, and expenses, including, but not limited to, reasonable attorneys’ fees, costs, and expenses incurred in connection with any dispute resolution process, in each case arising out of or relating to the delivery, handling, application, storage, removal, and disposal of all materials and substances. 2.11 Differing Site Conditions 2.11.1 If the CMAR encounters Differing Site Conditions, the CMAR shall stop Work and shall provide the Owner and the Engineer with written notice of its claim for Differing Site Conditions within fourteen (14) days after such condition has been encountered. If CMAR encounters a Differing Site Condition, CMAR shall be entitled to an adjustment in the Phase II Construction Price, estimated Cost of the Work and/or CMAR’s Fee (where applicable), Date of Substantial Completion, or Date of Final Completion and, if appropriate, the Compensation for Construction Phase Services because of the Differing Site Conditions shall be determined as Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 18 provided in Article 11. The CMAR shall only be entitled to pursue a claim for Differing Site Conditions if the Parties have not agreed, in writing, that Differing Site Conditions have occurred after the CMAR’s submission of appropriate backup documentation. 2.12 Permits And Taxes 2.12.1 The CMAR shall give public authorities all notices required by law and, except for permits and fees which are the responsibility of the Owner pursuant to Paragraph 3.6 hereof, shall obtain and pay for all necessary permits, licenses, and renewals pertaining to the Work. The CMAR shall provide to the Owner copies of all notices, permits, licenses, and renewals required under this Agreement. 2.12.2 Tax Exemption. All purchases of supplies, construction or building materials shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. The Owner’s State of Colorado tax identification number is 98- 04557. The Owner’s Federal Tax Identification Number is 84-6000563. 2.12.3 The Phase II Construction Price shall be adjusted for additional costs, subject to approval by the Owner, resulting from Applicable Laws enacted after the date of this Agreement. 2.12.4 All purchases of supplies, construction or building materials shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. The Owner’s State of Colorado tax identification number is 98-04557. The Owner’s Federal Tax Identification Number is 84-6000563. 2.12.5 If, in accordance with the Owner’s direction, the CMAR claims an exemption for taxes, the Owner shall indemnify, defend, and hold the CMAR harmless from any liability, penalty, interest, fine, tax assessment, attorneys’ fees, or other expense or cost incurred by the CMAR because of any such action. See Article 2.12.2 above. 2.13 Confidentiality 2.13.1 The CMAR shall treat as confidential and shall not use for its own benefit nor disclose to third persons, except as is necessary for the performance of the Work, any of the Owner’s confidential information, know-how, discoveries, production methods, and the like that may be disclosed to the CMAR or which the CMAR may acquire in connection with the Work. The Owner shall treat as confidential information all of the CMAR’s estimating systems and historical and parameter cost data and identified related proprietary information that may be disclosed to the Owner in connection with the performance of this Agreement. The Owner and the CMAR shall each specify those items to be treated as confidential and shall mark them as “Confidential.” The provisions of this Subparagraph 2.13.1 shall survive the termination or completion of this Agreement and the transactions contemplated hereby. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 19 Notwithstanding the foregoing, it is understood that Owner is a public institution, and, as such, is subject to the Colorado Open Records Act, C.R.S. §§24-72-201 et seq. (“CORA”). Owner's obligations under CORA supersede its obligations under this Agreement. In particular, the Agreement itself, including price terms, may be disclosed under CORA. If Owner is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, the Owner shall immediately notify CMAR in writing of such requirement so that the CMAR may seek a protective order or other appropriate remedy and/or waive the Owner’s compliance with the provisions of this Section. The Owner will use commercially reasonable efforts, at the CMAR’s expense, to assist CMAR in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, the Owner may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that the Owner has been advised by written opinion of counsel, reasonably acceptable to Owner, that it is legally compelled to disclose. ARTICLE 3 — Owner’s Responsibilities 3.1 Adequate Funding for Project At the CMAR’s request following execution of the Phase II Construction Price Amendment and prior to the Owner’s issuance of a Notice to Proceed with the Construction Phase Services, the Owner shall promptly furnish reasonable evidence satisfactory to the CMAR that the Owner has adequate funds available and committed to fulfill all of the Owner’s payment obligations under the Contract Documents. If the Owner fails to furnish such financial information in a timely manner, the CMAR may stop Work under Section 10.4 of the General Conditions or exercise any other right permitted under the Contract Documents. Following the Owner’s issuance of the Phase II Notice to Proceed, so long as the Owner satisfies its payment obligations under the Agreement and other Contract Documents, the Owner shall not be required to furnish any further financial evidence of its ability to satisfy its payment obligations under the Contract Documents. The CMAR acknowledges that financial obligations of the Owner payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the Owner using state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of this Agreement. 3.2 Owner’s Representative Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 20 The Owner will identify the Owner’s Representative, or any other authorized person or entity as defined in Subparagraph 1.1.38 of the Agreement, to act on behalf of the Owner. The Owner may change the Owner’s Representative upon written notice to the CMAR. The Owner’s authorized representative shall be fully acquainted with the Project and shall have the authority to bind the Owner in all matters requiring the Owner’s approval, authorization, or written notice unless such authorization or approval requires the approval of the Aspen City Council under the provisions of City of Aspen Charter or Municipal Code. If the Owner changes its representative or the representative’s authority as listed above, the Owner shall immediately notify the CMAR in writing. 3.3 Information And Services Any information or services to be provided by the Owner shall be provided in a timely manner so as not to delay the Work. The Owner shall establish and update an overall budget for the Project in accordance with Paragraph 2.1 of the Agreement hereof, based on consultation with the CMAR and Engineer, which shall include Contingencies for changes in the Work and other costs which are the responsibility of the Owner. 3.4 Worksite Information Except to the extent that the CMAR knows of any inaccuracy, the CMAR is entitled to rely on the following Project information furnished by the Owner pursuant to this Paragraph 3.4. To the extent the Owner has obtained, or is required elsewhere in the Contract Documents to obtain, the following Project information, the Owner shall provide such information to the CMAR at the Owner’s expense and with reasonable promptness so as not to delay the Schedule: 3.4.1 Information describing the physical characteristics of the Worksite, including surveys, Worksite evaluations, legal descriptions, data or Drawings depicting existing conditions, subsurface conditions and environmental studies, reports, and investigations. 3.4.2 Tests, inspections, and other reports dealing with environmental matters, Hazardous Material, and other existing conditions, including structural, mechanical, and chemical tests required by the Contract Documents or by law. 3.4.3 Any other information or services requested in writing by the CMAR which are relevant to the CMAR’s performance of the Work and under the Owner’s control. The information required by this Subparagraph 3.4.3 shall be provided in reasonable detail. Legal descriptions shall include easements, title restrictions, boundaries, and zoning restrictions. Worksite descriptions shall include existing buildings and other construction and all other pertinent site conditions. Adjacent Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 21 property descriptions shall include structures, streets, sidewalks, alleys, and other features relevant to the Work. Utility details shall include available services, lines at the Worksite and adjacent thereto, and connection points. The information shall include public and private information, subsurface information, grades, contours, and elevations, drainage data, exact locations and dimensions, and benchmarks that can be used by the CMAR in laying out the Work. 3.4.4 All licenses and other rights to use of the Drawings, Specifications, and any other intellectual property necessary or required for the CMAR’s performance of the Work as well as any other rights to use of any other documents, materials, and/or information generated or produced by the Engineer or its consultants at any level in connection with the design, engineering, or programing for the Project. 3.5 Engineer Unless otherwise expressly provided to the contrary in this Agreement, the Owner shall be responsible for retaining and paying the Engineer and all other professional design and engineering consultants required for construction of the Project or portions thereof. 3.6 Building Permit, Fees, And Approvals Except for those permits and fees related to the Work which are the responsibility of the CMAR pursuant to Paragraph 2.12, the Owner shall secure and pay for all other permits, approvals, easements, assessments, and fees required for the development, construction, use, or occupancy of permanent structures or for permanent changes in existing facilities, including the building permit. Assuming the CMAR has performed all necessary and reasonable actions to obtain permits, the CMAR shall not be liable for any delays related to obtaining permits and shall be entitled to any cost or Schedule impacts related thereto so long as not caused by any acts, errors, or omissions of the CMAR. 3.7 Mechanics and Construction Lien Information Where allowed by law, within 7 days after receiving the CMAR’s written request, the Owner shall provide the CMAR with the information necessary to give notice of or enforce mechanics lien rights and, where applicable, stop notices. This information shall include the Owner’s interest in the real property on which the Project is located and the record legal title. 3.8 Contract Documents Unless otherwise specified, Owner shall provide electronic or hard copies of the Contract Documents to the CMAR as may be agreed to by the Owner and CMAR and without cost to the CMAR. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 22 3.8.1 Electronic Documents. If the Owner requires that the Owner, Engineer, and CMAR exchange documents and data in electronic or digital form, prior to any such exchange the Owner, Engineer, and CMAR shall agree on a written protocol governing all exchanges which, at a minimum, shall specify: (1) the definition of documents and data to be accepted in electronic or digital form or to be transmitted electronically or digitally; (2) management and coordination responsibilities; (3) necessary equipment, software, and services; (4) acceptable formats, transmission methods, and verification procedures; (5) methods for maintaining version control; (6) privacy and security requirements; and (7) storage and retrieval requirements. Except as otherwise agreed to by the Parties in writing, the Parties shall bear their own costs as identified in the protocol. In the absence of a written protocol, use of documents and data in electronic or digital form shall be at the sole risk of the recipient. 3.9 Submittals The Owner shall be responsible for review and approval of submittals with reasonable promptness to avoid causing delay and shall cause the Engineer to respond to such submittals and to either approve or reject the same no later than 21 days following Engineer’s receipt of same, unless an earlier or later response deadline is provided elsewhere in the Contract Documents. 3.10 Access The Owner shall provide the CMAR and its Subcontractors and Materials Suppliers at all tiers with appropriate physical and legal access to the Project Site and other areas necessary for the proper and timely performance and completion of the Work. ARTICLE 4 — Subcontracts 4.1 Subcontractors The Work not performed by the CMAR with its own forces shall be performed by Subcontractors. All subcontracts shall be issued on a Lump-Sum cost basis unless the Owner has given prior written approval of a different method of payment to the Subcontractor. Owner reserves the right to require a sealed bid competitive process for work to be performed by Subcontractors and materials in accordance with the City of Aspen Municipal Code. 4.2 Award of Subcontracts and Other Contracts for Portions of the Work 4.2.1 As soon after the execution of this Agreement as possible, the CMAR shall provide the Owner and, if directed, the Engineer with a written list of the proposed Subcontractors and significant Material Suppliers. If the Owner has a reasonable Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 23 objection to any proposed Subcontractor or Material Supplier, the Owner shall notify the CMAR in writing within five (5) days. Failure to object within five (5) days shall constitute acceptance. Subcontractors shall be secured by the CMAR in accordance with the Subcontractor Procurement Plan. 4.2.2 If the Owner has reasonably and promptly objected as provided in Subparagraph 4.2.1, the CMAR shall not contract with the proposed Subcontractor or Material Supplier, and the CMAR shall propose another acceptable to the Owner. If the substituted Subcontractor or Material Supplier is more or less expensive or use of such Party will result in a change in the Contract Time, the Owner shall execute an appropriate Change Order that shall reflect any increase or decrease in the Phase II Construction Price or Dates of Substantial or Final Completion because of the substitution. The CMAR agrees to bind every Subcontractor and Material Supplier (and require every Subcontractor to so bind its Subcontractors and Material Suppliers) to all the provisions of this Agreement and the Contract Documents as they apply to the Subcontractors’ and Material Suppliers’ portions of the Work. 4.2.3 The CMAR shall be responsible for ensuring Subcontractor compliance with Applicable Law, including applicable licensing, registration and reporting requirements. 4.3 Contingent Assignment of Subcontracts 4.3.1 If this Agreement is terminated for cause in accordance with Paragraph 10.1 hereof, each subcontract agreement may be assigned by the CMAR to the Owner, subject to the prior rights of any surety, provided that the Owner accepts such assignment after termination by notifying the Subcontractor or Material Supplier and CMAR in writing, and assumes all rights and obligations of the CMAR pursuant to each subcontract agreement. 4.3.2 If the Owner accepts such an assignment, and the Work has been suspended for more than thirty (30) consecutive days following termination, the Subcontractor’s compensation may be equitably adjusted because of the suspension. ARTICLE 5 — Time 5.1 Performance of the Work 5.1.1 Date of Commencement. Unless otherwise provided to the contrary in the Agreement or other Contract Documents, the Date of Commencement of the Preconstruction Phase Services is the date of issuance of a Phase I Notice to Proceed for the same in accordance with Paragraph 2.1 of the Agreement. Unless otherwise provided to the contrary in the Agreement, the Date of Commencement of the Construction Phase Services is the date construction of those services Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 24 commence following issuance of a Phase I Notice to Proceed by the Owner for some or all the Work covered by such Construction Phase Services as described in a Phase II Construction Price Amendment executed by the Owner or the CMAR for the same. The Work shall proceed in general accordance with the Schedule of Work as such Schedule may be amended from time to time, subject to other provisions of this Agreement. The Schedule is subject to allowable adjustments in the Contract Time as permitted herein or in the other Contract Documents. 5.1.2 Substantial/Final Completion. Unless the Parties agree or otherwise, the Date of Substantial Completion or the Date of Final Completion shall be established pursuant to the Phase II Construction Price Amendment, subject to adjustments as provided for in the Contract Documents. If a Phase II Construction Price is not established and the Parties desire to establish a Date of Substantial Completion or Date of Final Completion, it shall be set forth via Amendment. 5.1.3 Time limits stated above are of critical importance to this Agreement. 5.1.4 The CMAR shall not knowingly commence the Work before the Notice to Proceed(s) as required by the Contract Documents. 5.2 Schedule of the Work 5.2.1 The CMAR shall submit an initial and updated Project Construction Schedule to the Owner in the form and within the time limits acceptable to the Owner. The Owner will determine the acceptability of the initial and updated Project Construction Schedule within a reasonable period of time not to exceed twenty-one (21) days. If the Owner deems the Project Construction Schedule unacceptable, it shall specify in writing to the CMAR the basis for its objection. 5.2.2 The initial and updated Project Construction Schedule shall represent a practical plan to complete the Work within the Contract Time. Schedules showing the Work completed in less than the Contract Time may be acceptable if judged by the Owner to be practical. 5.2.3 The CMAR shall use the Critical Path Method (“CPM” or “Critical Path”) to schedule and manage the Work. The CMAR shall create and manage the Schedule. If the CMAR does not have staff capable of preparing and managing CPM Schedules, the CMAR shall obtain such qualified personnel on a subcontract basis for supporting the Contract Documents. 5.2.4 All CPM scheduling shall be performed using CPM precedence diagramming method (PDM) scheduling software such as Primavera Project Planner or an Owner or Engineer required platform with import capabilities commercially available and reasonably acceptable to the CMAR. The CMAR shall submit all Schedules and associated reports to the Owner in digital (pdf) and native file or another specified format commercially available in the marketplace to allow the Owner and Engineer to complete the analysis and review of the Schedule. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 25 5.3 Delays and Extensions of Time 5.3.1 If the CMAR is delayed at any time in the commencement or progress of the Work by Excusable Delay (as hereinafter defined), then, upon agreement of the Parties: 5.3.1.1 The Contract Time shall be extended by Change Order for a reasonable time based on the impact of such delay or concurrent delays to the Critical Path of the Project Schedule. 5.3.1.2 Provided the CMAR has mitigated the effects of such delay (such as, by way of example and not of limitation, through rescheduling, resequencing, or other measures), the Phase II Construction Price shall be adjusted to the extent reasonably necessary to compensate the CMAR for any increases in the Cost of the Work due to additional time to which the CMAR is entitled under this Paragraph 5.3. Any adjustments made pursuant to Sections 5.3.1.1 or 5.3.1.2 shall be subject to limitations set forth in Article 7 hereof of these General Conditions and the provisions of Paragraphs 5.6 and 5.7 of these General Conditions. The CMAR shall not be entitled to an adjustment in the Phase II Construction Price or the Contract Time for CMAR Delays. 5.4 Other Terms Defined 5.4.1 For purposes of the Contract Documents, the following terms shall have the meanings indicated for each: 5.4.1.1 “CMAR Delay" means each day of delay to the completion of the Work to the extent such delay was caused by and/or within the control of the CMAR, and (a) actually causes a delay in the Critical Path of such Work, and (b) is not caused by an Excusable Delay, Force Majeure, or Owner Delay. Delays attributable to and within the control of the CMAR, its Subcontractors of all tiers, its Material Suppliers, Architect, Engineer, Consultant, or other Party for whom the CMAR is responsible shall be deemed to be CMAR Delay. 5.4.1.2 "Excusable Delay" means any act, omission, condition, event, or circumstance beyond the CMAR’s reasonable control and due to no fault of the CMAR including, but not limited to, the Owner’s suspension of the Work without cause or the CMAR’s suspension of the Work due to nonpayment, Owner Delay, delays or impacts caused by or attributable to a third party, delay caused by or resulting from Differing Site Conditions, or a Force Majeure Delay. 5.4.1.3 "Force Majeure" means any conditions, occurrences, or acts of God, and not within the reasonable control of the CMAR, not constituting Owner Delay, delay caused by Differing Site Conditions, or CMAR Delay, Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 26 which impacts the Work or prevents or delays the CMAR from performing its obligations under the Contract Documents, including without limitation any one or more of the following: 5.4.1.3.1 Damage or destruction by fire or casualty. 5.4.1.3.2 Unusually severe weather including lightning, tornado, earthquake, flood, windstorm, named weather event, named storm, wind, natural disasters. 5.4.1.3.3 Pandemic, epidemic, quarantine, declaration of public health emergency, and/or governmental orders issued in connection with such public health emergencies. 5.4.1.3.4 Weather related delays beyond the number provided for in Paragraph 5.3.3 of the Agreement or as otherwise allowed or permitted, if applicable, in the Phase II Construction Price Amendment. 5.4.1.3.5 Strike or other labor dispute not specifically directed at the CMAR or any person or entity for whom the CMAR is responsible under the Contract Documents. 5.4.1.3.6 Nationwide or global unavailability or shortage of materials or equipment resulting in Critical Path delay, supply chain disruptions, trade restrictions, tariffs. To the extent that any alleged delay relates to nationwide or global unavailability or shortage of materials or equipment, the CMAR shall be required to provide documented proof to the Owner that the CMAR did not reasonably anticipate such unavailability as of the Effective Date (as defined in the Phase II Construction Price Amendment) of the Phase II Construction Price Amendment and made diligent and timely efforts to obtain (buy out) such materials or equipment as a condition precedent to any extension of the Contract Time or increase of the Phase II Construction Price under this paragraph. 5.4.1.3.7 Unavailability of utilities (not caused in whole or in part as a result of fault on the part of the Owner or the CMAR). 5.4.1.3.8 Riots, insurrections, acts of a public enemy, acts of domestic and/or foreign terrorism, hostilities, riots, boycotts, sabotage, or vandalism. 5.4.1.3.9 Bomb scares or similar third-party threats or disruptions. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 27 5.4.1.3.10 Moratoriums or other unusual or unforeseeable delays in the issuance of any required approvals from any Governmental Authorities or utilities. 5.4.1.3.11 Delays caused by actions or inactions of Governmental Authorities (not caused in whole or in part as a result of fault on the part of the Owner or the CMAR) including, but not limited to, enactment or revision of Applicable Laws or official interpretations subsequent to the execution of the Agreement. For the avoidance of doubt, the Owner’s financial insolvency or inability to perform its financial obligations under the Agreement and the other Contract Documents shall not constitute an event of Force Majeure. 5.4.1.4 “Owner Delay" means a cost impact or each day of delay that actually impacts the completion of the Work and is caused by any one or more of the following actions or omissions of the Owner (or any Other Party or tenant of the Owner) at the Project related to: 5.4.1.4.1 Any Change in the Work initiated by the Owner. 5.4.1.4.2 The Owner’s failure to timely approve or disapprove any item for which Owner approval is required under the Contract Documents except to the extent that the Owner’s failure is deemed to mean approval pursuant to the terms of the Agreement and except to the extent that the Owner cures such failure within three (3) Business Days after receipt of written notice from the CMAR of such failure. 5.4.1.4.3 Any failure of the Owner to (a) comply with the CMAR’s reasonable requirements relative to access to areas of the Work reasonably necessary for the performance of Work, including, without limitation, the hoist, freight elevators, and/or defined path of travel established with respect to the Work; (b) utilize labor which can work in harmony with labor employed by the CMAR and its Subcontractors; (c) comply with the CMAR’s safety rules; or (d) comply with all requirements applicable to the Owner’s separate work for the Project undertaken by the Owner or its separate Contractors and Subcontractors at any tier in each case to the extent any such failure is not cured within five (5) Business Days after written notice is given by the CMAR to the Owner and only to the extent any such failure actually impacts the CMAR’s already scheduled Work. 5.4.1.4.4 Failure by the Owner to comply with its obligations under this Agreement. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 28 5.4.1.4.5 Any defects, delay, or impacts from the Owner’s separate work for the Project undertaken or failed to be undertaken by the Owner or its separate Contractors and Subcontractors at any tier, or which delays the Work or the issuance of a certificate of occupancy or another applicable certificate of completion for the Work by any governmental entity having jurisdiction over the Project or the Work, in each case to the extent not cured within five (5) Business Days after written notice is given by the CMAR to the Owner. 5.4.1.4.6 Any other event or circumstance caused by or attributable to the Owner. 5.5 Claims / Modifications for Excusable Delays If any delay to the Work is caused by Excusable Delay, any adjustments to time or Phase II Construction Price shall be made in accordance with Section 5.3. 5.6 Construction General Conditions Costs In the event of an Excusable Delay pursuant to which the CMAR, subject to consultation with and approval of the Owner, is entitled to an adjustment in the Contract Time and/or Contract Schedule in accordance with Paragraph 5.3.1 hereof but not otherwise, the CMAR shall subject to consultation with and approval of the Owner, be entitled to an equitable adjustment of the Phase II Construction General Conditions Costs and/or Contract Schedule, as negotiated between the Parties. The CMAR shall, in the event of an occurrence likely to cause Excusable Delay, cooperate in good faith with the Owner to minimize and mitigate the impact of any such occurrence and do all things reasonable under the circumstances to achieve this goal. 5.7 Monitoring Progress and Costs Following acceptance by the Owner of the Phase II Construction Price, the CMAR and the Owner shall establish a process for monitoring costs against the Phase II Construction Price and actual progress against the Schedule of Work. The CMAR shall provide written reports to the Owner at monthly intervals on the status of the Work, showing variances between costs and the Phase II Construction Price and actual progress as compared to the Project Construction Schedule, including estimates of future costs and recovery programs if actual progress indicates that the Dates of Substantial Completion or Final Completion may not be met. 5.8 Owner Approval Notwithstanding anything contained herein or in the other Contract Documents to the contrary, any decision by the Owner to approve (or disapprove) any requested Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 29 adjustments in the Contract Time and/or the Phase II Construction Price (including any increase in the Construction General Conditions Costs) resulting from an Excusable Delay shall be made by the Owner in its sole but good faith discretion. Any failure by the Parties to reach an agreement hereunder shall not prejudice the CMAR’s entitlement to price and Schedule relief otherwise provided and may constitute a Claim for purposes of the dispute-related provisions in this Agreement. ARTICLE 6 — Compensation 6.1 CMAR’s Compensation for Preconstruction Phase Services The Owner shall compensate the CMAR for the performance of the CMAR’s Preconstruction Phase Services in accordance with Paragraph 6.1.1 of the Agreement. 6.2 CMAR's Compensation for Early Work(s) Package(s) Any Early Works compensation will be agreed to by the Parties pursuant to a separate written amendment to the Agreement. 6.3 CMAR’s Compensation for Construction Phase Services The Owner shall compensate the CMAR for Work performed and described in a Phase II Construction Price Amendment on the basis of a Cost Plus Guaranteed Maximum Price, in each case as set forth in such Phase II Construction Price Amendment. 6.3.1 CMAR Fee. The Fee (“CMAR’s Fee” or “Fee”) payable by the Owner to the CMAR equals 6% of the Cost of the Work and is included in, and a part of, the Phase II Construction Contract Price agreed upon by the Owner and the CMAR pursuant of the Phase II Construction Price Amendment. The CMAR’s Fee includes all the CMAR’s home office overhead and profit. Construction General Conditions Costs are an element of the Cost of Work and are not included in the CMAR’s home office overhead. 6.4 Contingency and Allowances Contingency and/or Allowances, if any, and the use thereof, shall be as set forth in, and subject to the terms, covenants, and conditions of the Phase II Construction Price Amendment executed in connection therewith. 6.5 Escalation/Inflation. The Contract Price and Contract Time for this project have been calculated based on the current prices and delivery times for the component building materials, labor and delivery times. However, the market for construction materials, labor supply and delivery times are considered to be volatile, and sudden price increases or delays in delivery could occur. The CMAR Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 30 agrees to use its best efforts to obtain the lowest possible prices and satisfactory schedules from available construction material suppliers. However, the Contract Price and Contract Time may be adjusted in the event extraordinary or highly inflationary increases in the costs of the specified materials or delays in delivery occur during the Project, through no fault of CMAR, and would result in a substantial inequity to CMAR without such adjustment. ARTICLE 7 — Changes Changes in the Work that are within the general scope of this Agreement shall be accomplished, without invalidating this Agreement, by Change Order, Owner Change Directive, and/or Field Order. 7.1 Change Order 7.1.1 The CMAR may request, or the Owner may order, changes in the Work or the timing or sequencing of the Work that impacts the Phase II Construction Price, where applicable the estimated Cost of the Work and CMAR’s Fee, the Date of Substantial Completion, and/or the Date of Final Completion. All such changes in the Work shall be formalized in a Change Order. Any such requests for changes in the Work shall be processed in accordance with this Article 7. 7.1.2 The Phase II Construction Price will be adjusted only for Excusable Delay in accordance with and subject to the terms, conditions, and limitations set forth in Article 5.3 hereof. 7.2 Owner Change Directives and Field Orders 7.2.1 The Owner may issue a written Owner Change Directive directing a change in the Work prior to reaching agreement with the CMAR on the adjustment, if any, in the Phase II Construction Price or the Date of Substantial Completion or Date of Final Completion. 7.2.2 The Owner and the CMAR shall negotiate expeditiously and in good faith for appropriate adjustments, as applicable, to the Phase II Construction Price or the Contract Time arising out of Owner Change Directives. If the Owner and the CMAR are unable to reach agreement within 30 Days, the issue shall be elevated to the CMAR’s management and the Owner’s Representative for a determination. As the Work associated with the Owner Change Directive is performed, the CMAR shall submit its costs for such Work with its Application for Payment and the CMAR shall be paid for the Work performed in accordance with the Phase II Contract Price Amendment. The Owner shall prepare an Owner Change Directive, utilizing the Owner’s available funds, for any undisputed portion of the costs. Contingency funds may only be used for Owner Change Directives upon written agreement of the Parties. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 31 7.2.3 When the Owner and the CMAR agree upon the adjustments in the Phase II Construction Price, the Date of Substantial Completion, and/or Date of Final Completion for a change in the Work directed by an Owner Change Directive, such agreement shall be the subject of an appropriate Change Order. 7.2.4 The Owner may authorize Field Orders. Such Field Orders will be binding on the Owner and on the CMAR, which shall perform the Work involved promptly. If the CMAR believes that a Field Order justifies an adjustment in the Phase II Construction Price or Contract Times or both, then the CMAR shall submit a Change Order Proposal. 7.3 Determination of Cost 7.3.1 An increase or decrease in the Phase II Construction Price established in a Phase II Construction Price Amendment (whether based on a GMP or Lump Sum Phase II Construction Price) or changes to the Project Construction Schedule or the Schedule/Contract Time resulting from a change in the Work that affect the Phase II Construction Price shall, in each case, be determined by one or more of the following methods: 7.3.1.1 Unit prices set forth in this Agreement or as subsequently agreed. 7.3.1.2 A mutually accepted, itemized Lump Sum, based on the Cost of the Work definition appearing in the Phase II Construction Price Amendment. 7.3.1.3 Cost of Work (as defined in the Phase II Construction Price Amendment) calculated on a basis agreed upon by the Owner and the CMAR, plus CMAR’s Fee. 7.3.1.4 If an increase or decrease cannot be agreed to as set forth in Clauses .1 through .3 above, and the Owner issues an Owner Change Directive, the cost of the change in the Work shall be determined by the reasonable actual expense and savings of the performance of the Work resulting from the change. Where applicable, if there is a net increase or decrease in the GMP, the CMAR’s Fee shall be adjusted accordingly. The CMAR shall maintain a documented, itemized accounting evidencing the expenses and savings. 7.3.2 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the Parties, but the character or quantity of such unit items as originally contemplated is so different in a proposed Change Order that the original unit prices will cause substantial inequity to the Owner or the CMAR, such unit prices shall be equitably adjusted. 7.3.3 If the Owner and the CMAR disagree as to whether work required by the Owner is within the Scope of the Work, the CMAR shall furnish the Owner with an Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 32 estimate of the costs to perform the disputed work in accordance with the Owner’s interpretations. Any such disagreement shall be resolved in accordance with Article 11. ARTICLE 8 — Payment 8.1 Schedule of Values Concurrently with the CMAR’s preparation and delivery to the Owner of any cost model or progressive cost model as required for the Phase I Preconstruction Services Scope of Work through and including the date on which a Phase II Construction Price Amendment for any portion of the Work is executed by the CMAR, the CMAR shall prepare and submit to the Owner and, if directed, the Engineer, a Schedule of Values apportioned to the various divisions or phases of the Work in increasing level of detail. At the time a Phase II Construction Price Amendment is executed for the Work or any portion thereof, each line item contained in the Schedule of Values shall be assigned a value such that the total of all items shall equal the Phase II Construction Price for such Work or portion thereof. 8.2 Progress Payments for Preconstruction Phase Services Progress Payment for Preconstruction Phase Services shall be made in accordance with Paragraph 6.1 of the Agreement. 8.3 Progress Payments for Construction Phase Services Applications for Payment for Construction Phase Services shall be submitted by the CMAR to the Owner and the same paid, in each case in accordance with and subject to the terms and provisions of this Article 8, the Phase II Construction Price Amendment, and other applicable provisions of the Agreement and other Contract Documents. 8.3.1 Applications. The CMAR shall submit to the Owner and, if directed, its Engineer a monthly application for payment for Construction Phase Services no later than the 15th day of the calendar month for the preceding thirty (30) days; the CMAR’s applications for payment shall be itemized and supported by the CMAR’s Schedule of Values and any other substantiating data as required by these General Conditions and the other Contract Documents. Payment applications shall include payment requests on account of properly authorized Change Orders or Owner Change Directives. The Owner shall pay amounts not in dispute and otherwise due no later than thirty (30) days after the CMAR has submitted a complete and accurate payment application. The Owner may deduct from any progress payment amounts as may be retained pursuant to Subparagraph 8.3.3 below, as well as amounts in dispute. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 33 8.3.2 Lien Waivers and Liens. 8.3.2.1 Partial Lien Waivers and Affidavits. If requested by the Owner, as a prerequisite for payment, but subject to the CMAR’s receipt of payment, the CMAR shall provide partial conditional payment lien waivers in the amount of the application for payment and affidavits from its Subcontractors and Material Suppliers for the Work completed during the period covered by the current application for payment and partial unconditional payment lien waivers from the CMAR and all Subcontractors and Material Suppliers paid from the previous month’s application payment. In no event shall the CMAR be required to sign an unconditional waiver of lien or claim, either partial or final, prior to receiving payment nor shall the CMAR be required to execute or deliver any lien waiver for the Work not covered by such lien waiver or in an amount more than what it has been paid. 8.3.2.2 Responsibility for Liens. If the Owner has made payments in the time required by this Article 8 and is otherwise not in breach of its obligations, the CMAR shall, within thirty (30) days after written notice of filing, cause the removal or bonding over of any liens filed against the premises or public improvement fund by any Party or Parties performing labor or services or supplying materials in connection with the Work by, among other things, securing a bond around the lien. If the CMAR fails to take such action on a lien, the Owner may cause the lien, after 30 days written notice, to be removed at the CMAR’s expense, including bond costs and reasonable attorneys’ fees. This Clause shall not apply if there is a dispute pursuant to Article 11 relating to the subject matter of the lien. 8.3.3 Retainage. Retainage shall be withheld and disbursed in accordance with the terms and provisions of the Phase II Construction Price Amendment. 8.3.4 Stored Materials and Equipment. Unless otherwise provided in the Contract Documents, applications for payment may include materials and equipment not yet incorporated into the Work but delivered to and suitably stored on-site or off-site, including applicable insurance, storage, and costs incurred transporting the materials to an off-site storage facility. Approval of payment applications for stored materials and equipment stored off-site shall be conditioned on submission by the CMAR of bills of sale and proof of required insurance, or such other procedures satisfactory to the Owner to establish the proper valuation of the stored materials and equipment, the Owner’s title to such materials and equipment, and to otherwise protect the Owner’s interests therein, including transportation to the Worksite. 8.4 Adjustment of CMAR’s Payment Application The Owner may adjust or reject a payment application or nullify a previously approved payment application, in whole or in part, as may reasonably be Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 34 necessary to protect the Owner from loss or damage based upon the following, to the extent that the CMAR is responsible therefor under the Agreement: 8.4.1 The CMAR’s failure to perform the Work as required by the Contract Documents. 8.4.2 Loss or damage arising out of or relating to this Agreement and caused by the CMAR to the Owner or Others to whom the Owner may be liable. 8.4.3 The CMAR’s failure to properly pay Subcontractors and Material Suppliers following receipt of such payment from the Owner. 8.4.4 Defective Work not corrected in a timely fashion. 8.4.5 Reasonable evidence of delay in performance of the Work such that the Work will not be completed by the Dates of Substantial or Final Completion. 8.4.6 Reasonable evidence demonstrating that the unpaid balance of the Phase II Construction Price is insufficient to fund the cost to complete the Work. 8.4.7 Third-party claims involving the CMAR or reasonable evidence demonstrating that third-party claims are likely to be filed unless and until the CMAR furnishes the Owner with adequate security in the form of a surety bond, letter of credit or other collateral or commitment sufficient to discharge such claims if established. No later than 14 days after receipt of an application for payment, the Owner shall give written notice to the CMAR, at the time of disapproving or nullifying all or part of an application for payment, stating its specific reasons for such disapproval or nullification, and the remedial actions to be taken by the CMAR in order to receive payment. When the above reasons for disapproving or nullifying an application for payment are removed, payment will be promptly made for the amount previously withheld. Undisputed portions of any Application for Payment shall be promptly paid by the Owner in accordance with the terms of the Agreement, these General Conditions, and other applicable Contract Documents. 8.5 Acceptance of Work Neither the Owner’s payment of progress payments nor its partial or full use or occupancy of the Project constitutes acceptance of Work not complying with the Contract Documents. 8.6 Payment Delay Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 35 If for any reason, not the fault of the CMAR, the CMAR does not receive a progress payment from the Owner in accordance with the Agreement and Phase II Construction Price Amendment, the CMAR, upon giving the Owner such written notice, if any, as specified in the Phase II Construction Price Amendment, and without prejudice to and in addition to any other legal remedies, may stop Work until payment of the full amount owing to the CMAR has been received, including interest from the date payment was due in accordance with the Agreement and Phase II Construction Price Amendment. The Phase II Construction Price and Dates of Substantial or Final Completion may be equitably adjusted by a Change Order for reasonable cost and delay resulting from shutdown, delay, and startup. 8.7 Substantial Completion 8.7.1 The CMAR shall notify the Owner and, if directed, its Engineer when it considers Substantial Completion of the Work or a designated portion to have been achieved. The Owner, with the assistance of its Engineer, shall promptly conduct an inspection to determine whether the Work or designated portion can be occupied or utilized for its intended use by the Owner without excessive interference in completing any remaining unfinished Work by the CMAR. If the Owner determines that the Work or designated portion has not reached Substantial Completion, the Owner, with the assistance of its Engineer, shall within 7 days compile a list of items to be completed or corrected so the Owner may occupy or utilize the Work or designated portion for its intended use. The CMAR shall promptly complete all items on the list. 8.7.2 When Substantial Completion of the Work or a designated portion is achieved, the CMAR shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, and the respective responsibilities of the Owner and the CMAR for interim items such as security, maintenance, utilities, insurance, and damage to the Work, and fixing the time for completion of all items on the list accompanying the Certificate. The Certificate of Substantial Completion shall be submitted by the CMAR to the Owner and, if directed, to its Engineer for the Owner’s written acceptance of responsibilities assigned in the Certificate. 8.7.3 Unless otherwise provided in the Certificate of Substantial Completion, warranties required by the Contract Documents shall commence on the earlier of (a) the date of Substantial Completion of the Work or a designated portion, and (b) the date the Owner takes beneficial use of the Work or a designated portion of the Work. 8.8 Partial Occupancy or Beneficial Use 8.8.1 The Owner may occupy, or use completed or partially completed portions of the Work, beneficially when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) consent to the occupancy or use, and (c) public authorities authorize the occupancy or use. The Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 36 CMAR shall not unreasonably withhold consent to partial occupancy or use. The Owner shall not unreasonably refuse to accept partial occupancy. The CMAR shall be entitled to a Change Order if the Owner’s partial use or occupancy of completed or partially completed portions of the Work adversely impacts completion of other portions of the Work through no fault of the CMAR. 8.9 Final Completion and Final Payment 8.9.1 Upon notification from the CMAR that the Work has reached Final Completion and is ready for final inspection and acceptance, the Owner, with the assistance of its Engineer, shall promptly conduct an inspection to determine if the Work has reached Final Completion and is acceptable under the Contract Documents. 8.9.2 When the Work has reached Final Completion, the CMAR shall prepare for the Owner’s acceptance a final application for payment stating that to the best of the CMAR’s knowledge, and based on the Owner’s inspections, the Work has reached Final Completion in accordance with the Contract Documents. 8.9.3 Final Payment shall be due on the CMAR’s submission of the following to the Owner: 8.9.3.1 An affidavit declaring any indebtedness connected with the Work, e.g., payrolls or invoices for materials or equipment, to have been paid, satisfied, or to be paid with the proceeds of Final Payment, so as not to encumber the Owner’s property. 8.9.3.2 As-built Drawings, manuals, copies of warranties, and all other close-out documents required by the Contract Documents. 8.9.3.3 Release of any liens, conditioned on Final Payment being received. 8.9.3.4 Consent of any surety, if applicable. 8.9.3.5 Any outstanding known and unreported accidents or injuries experienced by the CMAR or its Subcontractors at the Worksite. 8.9.4 If, after Substantial Completion of the Work, the Final Completion of a portion of the Work is materially delayed through no fault of the CMAR, the Owner shall pay the balance due for portion(s) of the Work fully completed and accepted. If the remaining contract balance for Work not fully completed and accepted is less than the retained amount prior to payment, the CMAR shall submit to the Owner and, if directed, the Engineer the written consent of any surety to payment of the balance due for portions of the Work that are fully completed and accepted. Such payment shall not constitute a waiver of claims, but otherwise shall be governed by this Paragraph 8.9. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 37 8.9.5 Claims not reserved in writing with the making of Final Payment shall be waived except for claims relating to liens or similar encumbrances, warranties, and Defective Work. 8.9.6 Acceptance of Final Payment. Unless the CMAR provides written identification of unsettled claims with an application for Final Payment, its acceptance of Final Payment constitutes a waiver of such payment claims. 8.10 Late Payment Payments due but unpaid shall bear interest until paid at the rate set forth in Article 9 of the Phase II Construction Price Amendment. 8.11 Change Of Payment Upon execution of the Agreement, the CMAR shall provide the Owner with written payment instructions and all necessary forms required by the Owner to effectuate payments to the CMAR by wire transfer (the “Payment Information”). The CMAR shall submit the initial Payment Information to the Owner by certified mail or hand delivery only. If the Owner receives a request to change such Payment Information, the Owner agrees that it will not modify or make a change to this Payment Information without oral confirmation, followed by written confirmation, from the CMAR’s Chief Financial Officer or the CMAR’s VP of Finance. The Owner shall make no changes to the Payment Information if it does not receive the oral and written confirmations as stated herein. ARTICLE 9 — Indemnity, Insurance, Waivers, and Bonds 9.1 Indemnity 9.1.1 The CMAR shall indemnify, defend, and hold harmless the Owner and its directors, officers, employees, successors, and assigns from and against any and all third-party claims, legal actions, causes of action, proceedings, suits, judgments, liens, and levies, including reasonable attorneys’ fees and disbursements but only to the extent for bodily injury or death of any person(s) and damages to tangible property (other than the Work itself), to the extent caused by the CMAR (or by its Subcontractor or Sub-subcontractors, regardless of tier) and arising from the intentional, willful or negligent acts or omissions of the CMAR, any Subcontractor at any tier, or any person or entity for whom such Parties are legally responsible in the performance of the Work. 9.1.2 The CMAR’s indemnity obligations under Paragraph 9.1 shall not apply (a) to the extent of the negligence or willful or intentional misconduct of the Owner, its officers, agents, employees, successors, or assigns, Owner’s subcontractors, or (b) to any loss, cost, claim, suit, damage, liability, or expense (including attorneys’ fees and costs) for which the Owner is required to indemnify the CMAR Indemnitees in accordance with the Contract Documents. Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 38 9.1.3 In all claims against the Owner Indemnitees by any employee of the CMAR, anyone directly or indirectly employed by the CMAR or anyone for whose acts the CMAR may be liable, the indemnification obligation set forth in Paragraph 9.1 shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the CMAR under workers’ compensation acts, disability benefit acts, or other employee benefit acts. 9.1.4 Notwithstanding any provision or term to the contrary herein, under no circumstances shall either Party be liable to the other for any consequential, incidental, special, or punitive damages and as provided in Article 9 of the Agreement. 9.2 CMAR’s Insurance 9.2.1 Insurance and Bond requirements are provided in Attachment 16 of the Phase II Construction Price Amendment. CMAR Insurance is required during Preconstruction Phase Services. See Attachment 16 9.3 Property Insurance Builder’s Risk Insurance shall be obtained and maintained for the Project upon and subject to the terms and conditions of the Phase II Construction Price Amendment. 9.4 Risk Of Loss Risk of loss or damage to the Work shall be upon the CMAR until the Date of Substantial Completion but only to the extent such loss or damage is paid by Builder’s Risk Insurance specified in the Phase II Construction Price Amendment, unless otherwise agreed to by the Parties. 9.5 Adjustment of Loss A loss insured under the Builder’s Risk Insurance Policy required pursuant to the Phase II Construction Price Amendment to the Agreement shall be adjusted by the Party obtaining such Builder’s Risk Insurance and made payable to such Party for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause, the Phase II Construction Price Amendment, and Paragraph 9.6 hereof. The CMAR shall pay Subcontractors their just shares of insurance proceeds received by the CMAR, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. 9.6 Insurance Payouts If required in writing by a Party in interest, the Party obtaining such Builder’s Risk Insurance shall, upon occurrence of an insured loss, give bond for proper performance of such Party’s duties. The cost of required bonds shall be charged Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 39 against proceeds received by each Party. Such Party shall deposit in a separate account proceeds so received, which such Party shall distribute in accordance with such agreement as the Parties in interest may reach, or in accordance with Article 11 of these General Conditions. The CMAR shall not be required to repair or replace lost or damaged Work until a mutually acceptable Change Order, in accordance with Article 7, is executed and funds are available to pay for such loss or damage. 9.7 Bonds Payment, performance, and maintenance bonds or other forms of substitute security, if any, shall be required as set forth in the Phase II Construction Price Amendment. 9.8 Royalties, Patents, and Copyrights The CMAR shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted materials, methods, or systems selected by the CMAR and incorporated in the Work. The CMAR shall indemnify and hold the Owner harmless from all suits or claims for infringement of any patent rights or copyrights arising out of such selection. To the extent authorized by Colorado law, the Owner agrees to indemnify and hold the CMAR harmless from any suits or claims of infringement of any patent rights or copyrights arising out of any patented or copyrighted materials, methods, or systems specified by the Owner or Engineer or otherwise included in the Drawings, Specifications, and other documents, materials, or information provided by the Owner or the Engineer for construction of the Work, whether pursuant to this Agreement or otherwise. ARTICLE 10 — Suspension, Notice to Cure, and Termination of the Agreement 10.1 The Owner may suspend Work at any time and, without cause, suspend the Work or any portion thereof for a period of not more than 5 days in the aggregate by notice in writing to the CMAR and the Engineer, which shall fix the date on which Work shall resume. The CMAR shall resume the Work on the date so fixed. The CMAR will be allowed an increase in the Phase II Construction Price or an extension of the Contract Time, or both, for delayed or added costs, directly attributable to any suspension (but not lost profits) if the CMAR makes a claim therefor as provided in Articles 5 and 7. If the CMAR fails to correct Defective Work as required by Paragraphs 2.5 and 2.6 herein or fails to perform the Work in accordance with the Contract Documents, the Owner or Owner’s Representative may direct the CMAR to stop the Work, or any portion thereof, until the cause for such order has been eliminated by the CMAR. The CMAR shall not be entitled to any adjustment of Contract Time or Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 40 Phase II Construction Price because of any such order. The Owner and Owner’s Representative have no duty or responsibility to the CMAR or any other Party to exercise the right to stop the Work. 10.2 Owner Termination 10.2.1 The Owner May Terminate Agreement for cause upon the occurrence of any one or more of the following events: 10.2.1.1 If the CMAR is adjudged a bankrupt or insolvent. 10.2.1.2 If the CMAR makes a general assignment for the benefit of creditors. 10.2.1.3 If a trustee or receiver is appointed for the CMAR or for any of the CMAR’s property. 10.2.1.4 If the CMAR files a petition to take advantage of any debtor’s act, or to reorganize under the bankruptcy or similar laws. 10.2.1.5 If the CMAR fails to perform material obligations under the Contract Documents, including, but not limited to, failure to supply sufficient skilled workmen or suitable materials or equipment. 10.2.1.6 If the CMAR, without justification, repeatedly fails to make timely payments to Subcontractors or Material Suppliers for labor, materials, or equipment. 10.2.2 The Owner may, without prejudice to any other right or remedy, serve written notice upon the CMAR and the CMAR’s surety of the Owner’s intention to terminate the Agreement for any breach set forth in this Paragraph 10.2. Said notice to contain the reasons for such intention to terminate the Agreement and provide that unless within 30 days after the service of such notice all such violations have been corrected and remedied, the Contract Documents shall cease and terminate, and the CMAR shall be excluded from the site. In such case, the CMAR shall not be entitled to receive any further payment until the Work is finished by Others. 10.2.2.1 The foregoing notwithstanding, if the nature of the alleged reason for termination is not capable of being corrected or remedied within 30 days, such correction or remedy shall commence and be completed with reasonable diligence and in no event later than 60 days following the occurrence of such default. 10.2.3 In the event of any such termination, the Owner shall immediately serve written notice thereof upon the surety and the CMAR, and the surety shall have the right to take over and perform the Contract Documents, provided, however, that if the surety, within 30 days after the serving upon it of a notice of termination, Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 41 does not give the Owner written notice of their intention to take over and perform the Contract Documents, or does not commence performance thereof within 60 days from the date of serving said notice, Owner may take possession of the Work incorporate in the Work all materials and equipment stored at the site or for which Owner has paid the CMAR but which are stored elsewhere that were intended to be incorporated into the Work, and finish the Work as Owner may deem expedient for the account and at the expense of the CMAR. The CMAR’s surety shall be liable to the Owner for any excess costs or other damage occasioned the Owner thereby. If the unpaid Balance of the Phase II Construction Price exceeds the direct and indirect costs of completing the Work, including but not limited to, compensation for additional professional services and all costs generated to insure or bond the Work of substituted Contractors or Subcontractors utilized to complete the Work, such excess shall be paid to the CMAR. If such costs exceed the unpaid balance, the CMAR shall pay the difference to the Owner promptly upon demand; on failure of the CMAR to pay, the surety shall pay on demand by Owner. Any portion of such difference not paid by the CMAR or surety within 30 days following the mailing of a demand for such costs by the Owner shall earn interest rate authorized by state law. Such costs incurred by the Owner shall be verified by the Owner’s Representative and incorporated in a Change Order, but in finishing the Work, the Owner shall have the obligation to mitigate its damages, but not be required to obtain the lowest figure for the Work performed. Any dispute under this section shall be addressed in accordance with Article 11 in this Agreement. 10.2.4 Where the CMAR’s services have been so terminated by the Owner, the termination shall not affect any rights of the Owner against the CMAR then existing or which may thereafter accrue. Any retention or payment of monies due the CMAR by the Owner will not release the CMAR from liability. 10.2.5 The Owner may terminate the Agreement for convenience in accordance with Paragraph 10.3 hereof. In the event of such termination for convenience, the CMAR shall be compensated for the portion of the CMAR’s Preconstruction or Construction Phase Services, if any, performed to the date of such termination, but the CMAR shall not be entitled to compensation for Work not performed. 10.3 Upon 30 days written notice to the CMAR, the Owner may, without cause and without prejudice to any other right or remedy of the Owner, terminate the Agreement for convenience. In such case, the CMAR shall be paid for (without duplication of any items): 10.3.1 Work executed in accordance with the Contract Documents prior to the effective date of termination, including CMAR Fee for Construction General Conditions Costs on such Work, as applicable. 10.3.2 Expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 42 reasonable sums for Construction General Conditions Costs and CMAR Fee thereon. 10.3.3 Other reasonable expenses directly attributable to termination, including demobilization costs, cancellation charges and fees, and costs incurred to prepare a termination for convenience cost proposal and cancellation costs related to material and equipment subcontracts. 10.3.4 The amount of profit, if any, on such uncompleted Work agreed to by the Owner and the CMAR as set forth in the Phase II Construction Price Amendment for Construction Phase Services. Unless mutually agreed to by the Owner and the CMAR in a written amendment to the Agreement, no profit on uncompleted Work for Preconstruction Phase Services shall be due or payable for any termination for convenience exercised by the Owner or the CMAR during the Preconstruction Phase Services in accordance with the Contract Documents. 10.4 CMAR Termination If, through no act or fault of the CMAR, the Work is suspended for a period of more than sixty (60) days in the aggregate by the Owner or under an order of court or other public authority, or the Owner fails to pay within thirty (30) days to the CMAR any undisputed amounts due, or the Owner breaches any other material provision of the Agreement and the same is not cured within thirty (30) days following the Owner’s receipt of written notice thereof from the CMAR, then the CMAR may, upon seven (7) days written notice to the Owner, terminate the Agreement and recover from the Owner payment for all Work executed and any expense sustained plus reasonable termination expenses, provided the Owner does not remedy such suspension or failure within that time. In addition, and in lieu of terminating the Contract Documents, if the Owner has failed to make any payment as aforesaid of undisputed amounts, the CMAR may, upon seven (7) days written notice to the Owner, stop the Work until payment of all amounts then due. 10.4.1 In addition to, and without limiting the generality of the CMAR’s suspension and termination rights under Paragraph 10.4, if the Owner directs the CMAR or its Subcontractors or Material Suppliers at any tier to perform Work that the CMAR informs the Owner is illegal or involves an imminent danger to human health, the environment, or the Owner’s property or other nearby or adjoining properties, the CMAR shall have the right to notify the Owner, in writing, of such illegality or danger and the Owner shall meet with the CMAR within five (5) days following the Owner’s receipt of such notice to review and discuss such concerns and work cooperatively and in good faith with the CMAR to resolve them. Any resolution shall include an appropriate adjustment in the Phase II Construction Price and Project Construction Schedule to account for the added cost and time to the CMAR in objecting to and attempting to resolve such concerns. If the Owner fails to respond to the CMAR within five (5) days following the CMAR’s notification of such concerns, or the Parties, after meeting to discuss the same are unable, within an additional five (5) days to resolve the concerns to the CMAR’s Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 43 reasonable, good faith satisfaction, the CMAR shall thereafter have the right to terminate this Agreement for convenience and without cause upon an additional five (5) days’ written notice to the Owner. In such event, the Owner shall pay the CMAR the same amounts owing to the CMAR for an Owner’s termination for convenience pursuant to Paragraph 10.3. ARTICLE 11— Claims, Claims Procedures, Dispute Mitigation, and Resolution 11.1 Claims for Additional Cost or Time Except as provided in any applicable Phase II Construction Price Amendment, for any claim for an increase in the Phase II Construction Price or the change in or extension to the Date of Substantial Completion or Date of Final Completion (each a “Claim”), the CMAR shall give the Owner written notice of the Claim within 30 days after the CMAR has become aware of the occurrence giving rise to the Claim. Except in an emergency, notice shall be given before proceeding with the Work. Any change in the Phase II Construction Price or the Date of Substantial Completion or Date of Final Completion resulting from such Claim shall be authorized by Change Order. 11.1.1 Claims Procedures Submission of a Claim, in full conformance with all requirements of this Article, and rejection of all or part of said Claim by the Owner, is a condition precedent to any action by the CMAR against the Owner, including, but not limited to, the filing of a lawsuit, request for mediation, or demand for arbitration. 11.1.2 Notice of Claim 11.1.2.1 If the CMAR disagrees with the decision in, or in any case where the CMAR deems additional compensation or a time extension to the Contract Time is due the CMAR for work or materials not covered in the Contract Documents or which the Owner has not recognized as extra work, the CMAR shall notify the Owner, in writing, of its intention to make a Claim. 11.1.2.2 Written notice shall use the words “Notice of Potential Claim.” 11.1.2.2.1 Such Notice of Potential Claim shall state the circumstances and the reasons for the Claim but need not state the amount. 11.1.2.2.2 A Notice of Potential Claim and all notices and other communications required or permitted under this Agreement or the other Contract Documents shall be in writing Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 44 and delivered by hand delivery, certified first class mail return receipt requested, or reputable overnight courier to: If to: Owner City of Aspen c/o City Attorney’s Office 427 Rio Grande Place Aspen, CO 81611 City of Aspen c/o Ryan Loebach 427 Rio Grande Place Aspen, CO 81611 If to: CMAR: The Haskell Company 1667 Cole Blvd., Suite 250 Lakewood, CO, 80401 and shall be deemed given and received within seven (7) days. 11.1.2.3 Claims pertaining to decisions or such other determinations by the Owner relating to any Claim from the CMAR shall be communicated by the CMAR with the Owner in writing within 30 days following receipt of such decision. 11.1.2.4 All other Claims by the CMAR shall be filed in writing within 30 days after the event or occurrence giving rise to the Claim. 11.1.2.5 Additionally, no Claim for additional compensation or extension of time for a delay will be considered unless the provisions for Delays and Time Extensions are complied with. 11.1.2.6 Unless expressly permitted in the Phase II Construction Price Amendment or other Contract Documents, no Claim for additional compensation for Work performed filed by the CMAR after the date of Final Payment will be considered. 11.1.3 Records of Extra Work 11.1.3.1 In proceeding under a Claim for extra Work, the CMAR shall keep accurate records in such a manner as to provide a clear distinction between the direct costs of extra Work paid and the costs of other operations. 11.1.3.2 Daily extra work reports shall: Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 45 11.1.3.2.1 Be signed by the CMAR or the CMAR Representative. 11.1.3.2.2 Itemize the materials used and state the direct cost of labor and the charges for equipment rental, whether furnished by the CMAR, Subcontractor, or any specialized forces. 11.1.3.2.3 Provide names or identifications and classifications of workers, the hourly rate of pay and hours worked, and also the size, type, and identification number of equipment and hours operated. 11.1.3.2.4 Substantiate material charges with attached valid copies of vendor’s invoices and, if not available, the invoices shall be submitted within 30 days after the date of delivery of the material or within 30 days after the acceptance of the Contract Documents, whichever occurs first. 11.1.3.3 Such information shall be submitted to the Owner Monthly. The Owner shall review, disapprove, and request adjustments, or agree upon and sign daily extra work reports upon receipt from the CMAR. The CMAR and the Owner shall agree on the contents of the extra work reports daily. 11.1.3.3.1 The Owner will compare the Owner’s records with the completed daily extra work reports furnished by the CMAR and make any necessary adjustments. 11.1.3.3.2 When these daily extra work reports are agreed upon and signed by both Parties, the reports shall become the basis of payment for the Work performed but shall not preclude subsequent adjustment based on a later audit by the Owner. 11.1.3.4 Except for services performed on a Lump Sum basis, the CMAR’s and Subcontractor’s records pertaining to the Project shall be open to inspection or audit by representatives of the Owner, during the life of the Agreement, and for a period of two (2) years after the date of Final Acceptance thereof, and the CMAR and all Subcontractors shall retain those records for that period. Such audit shall not include the CMAR’s proprietary information, including, but not limited to, the CMAR’s formula or other data or communications used in calculating pricing. 11.1.3.4.1 Where payment for materials or labor is based on Work performed by Subcontractors and other forces not employees of the CMAR, the CMAR shall make every Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 46 reasonable effort to ensure that the cost records of those other forces will be open to inspection and audit by representatives of the Owner on the same terms and conditions as the cost records of the CMAR. 11.1.3.4.2 If an audit is to be commenced more than 30 days after the acceptance date of the Agreement, the CMAR will be given a reasonable notice of the time when the audit is to begin. 11.1.3.5 The CMAR and Subcontractors shall keep full and complete records of the costs and additional time incurred for any Work for which a Claim for additional compensation is made. 11.1.3.5.1 The Owner Representative or any designated Claim investigator or auditor shall have access to those records and any other records as may be required by the Owner Representative to determine the facts or contentions involved in the Claims. 11.1.3.6 Except for services performed on a Lump Sum basis, the Owner, or its authorized representatives, shall have access, upon reasonable notice, during normal business hours, to the CMAR and Subcontractors’ books, documents, and accounting records, including, but not limited to, bid worksheets, bids, Subcontractor bids and proposals, estimates, cost accounting data, time sheets, project correspondence including, but not limited to, correspondence between the CMAR and its sureties and Subcontractors/Vendors, project files, scheduling information, and other records of the CMAR and Subcontractors directly related to the Work, original as well as change and Claimed extra Work, to verify and evaluate the accuracy of cost and pricing data submitted with any Change Order, prospective or completed, or any Claim for which additional compensation has been requested or Claim has been tendered. 11.1.3.6.1 Such access shall include the right to examine and audit such records, and make excerpts, transcriptions, and photocopies at the Owner’s cost. 11.1.3.7 In case the Claim is found to be just, it shall be allowed and paid for as provided by the Contract Documents. 11.2 Dispute Resolution 11.2.1 Direct Discussions. If the Parties cannot reach resolution on a matter relating to or arising out of the Agreement or the Project, the Parties shall endeavor to reach resolution through good faith direct discussions between the Parties’ Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 47 representatives, who shall possess the necessary authority to resolve such matter and who shall record the date of first discussions. If the Parties’ representatives are not able to resolve such matter within 30 Business Days from the date of first discussion, the Parties’ representatives shall immediately inform senior executives of the Parties in writing that resolution was not affected. Upon receipt of such notice, the senior executives of the Parties shall meet within 30 Days to endeavor to reach resolution. If the dispute remains unresolved after 90 days from the date of first discussion, the Parties shall submit such matter to the dispute resolution procedures selected herein. 11.2.2 Mediation. Unless otherwise provided to the contrary in the Phase II Construction Price Amendment, Claims and other disputes or matters in controversy arising out of or related to the Agreement or Project that are not resolved pursuant to other provisions of this Article 11 shall be mediated prior to recourse to litigation or other binding dispute resolution proceeding. Such mediation shall, unless the Parties mutually agree otherwise, be conducted by a mediator mutually agreeable to the Parties in the city or town nearest where the Project is located in accordance with the AMERICAN ARBITRATION ASSOCIATION CONSTRUCTION INDUSTRY MEDIATION PROCEDURES in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other Party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of litigation or other binding dispute resolution proceedings, and, in such event, mediation shall proceed at an appropriate time mutually agreed upon by the Parties or as directed by the court. The mediator shall be agreed to by the mediating Parties; in the absence of an agreement, the Parties shall each submit one name from the mediators listed by the American Arbitration Association in the locality in which the Project is located or other agreed-upon services. Such mediation shall be held for a period not to exceed one (1) day unless otherwise agreed in writing by the Parties. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. Neither Party shall be deemed the prevailing Party and each Party shall pay its own attorneys’ fees and costs and one-half of the mediator’s fees and costs. Disputes that are not resolved through mediation in accordance with this Paragraph 11.2.2 shall be resolved in the manner selected by the Parties in Paragraph 11.2.3 below. 11.2.3 Dispute Resolution. If the matter remains unresolved after submission of the matter to direct management discussions or mediation, the Parties shall submit the matter to the binding dispute resolution procedure selected below (check one box): 11.2.3.1  By litigation. Litigation shall commence in any court having jurisdiction over the Project site. Notwithstanding any contrary provision herein, nothing in the Contract Documents shall be construed as a waiver of a defending Party’s right to remove a suit to any US District Court having jurisdiction, provided that the threshold requirements for Copyright © 2023 Water Collaborative Delivery Association | Exhibit A to CMAR Agreement – General Conditions 48 removal and diversity are satisfied. The matter shall proceed as a bench trial tried to a single judge. THEREFORE, THE PARTIES TO THIS AGREEMENT, INCLUDING ANY ASSIGNEES, HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY. 11.2.4 Survival. The dispute resolution provisions of the Agreement shall survive the completion of the Work and/or the expiration or termination of the Contract Documents. 11.3 Venue The venue of any binding dispute resolution procedure shall be the location of the Project unless the Parties agree on a mutually convenient location. The Parties waive any objection to such venue on the basis of inconvenient form. 11.4 Multiparty Proceeding The Parties agree that all Parties necessary to resolve a claim shall be Parties to the same dispute resolution proceeding. Appropriate provisions shall be included in all other contracts relating to the Work to provide for the joinder or consolidation of such dispute resolution procedures. 11.5 Lien Rights Nothing in this Article 11 or other applicable provisions of the Contract Documents shall limit any rights or remedies not expressly waived by the CMAR which the CMAR may have under Applicable Law. ARTICLE 12 — Miscellaneous Provisions 12.1 Assignment Neither Party to the Agreement or the other Contract Documents shall assign the Agreement without written consent of the other. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 24 Exhibit B—CMAR Phase I Preconstruction Scope of Services 1 Exhibit B - Scope of CMAR Pre-Construction Phase Services 1. Phase 1 Services The City of Aspen (Owner) has elected to pursue the construction management at-risk (CMAR) collaborative delivery method for this Project. The CMAR will engage in the Project at the preliminary design stage. The goal is to create a Project Team which will include the Owner, Design Engineer, and CMAR to work seamlessly to successfully design and construct the proposed Project. The purpose of this coordinated approach is to identify and mitigate risks, increase efficiency in the Project schedule and sequencing, enhance constructability and cost estimating, streamline Project execution, and maintain adequate operations during construction while also maintaining quality and cost control throughout the process. Phase I preconstruction services will include the following tasks outlined in Sections 1.1 through 1.6. 1.1. Task 1 – Project Management CMAR will: 1. Participate in a Phase I project kickoff meeting and site visit. During the kickoff meeting, discuss alignment between Owner and Design and Engineer throughout Phase I, with a focus on identifying specific activities and protocol to maximize value of CMAR delivery model. During the kickoff meeting, the CMAR should be prepared to discuss initial plans for the following: a. Construction phasing based on the Owner’s anticipated funding schedule (discussed in Section 1.4) b. Construction sequencing to maintain plant operations 1. Within 21 days of the Phase I Notice to Proceed (NTP), provide a Draft Project Management Plan that describes the CMAR approach to Phase I services. The format and level of detail for all documents, tools, and processes shall be acceptable to the Owner. The plan will specifically address: a. Team organization b. Communication protocols, document management and control, decision process, and dispute resolution matrix c. Proposed Cost Model format and organization. The agreed-upon Cost Model format and organization will be used as the basis for the Baseline Cost Model, 2 interim updates, updates at each design milestone, and the Phase II Construction Price Proposal d. Phase I schedule e. Proposed schedule format and structure f. Proposed format and process for risk management (e.g., format of risk register, process, etc.) g. Proposed format and structure for Design Evolution Log and Cost and Schedule Trend Log, process for Owner and Design Engineer to provide input, and process for maintaining logs h. BIM/technology standards and processes for collaborating 2. Based on Owner review and feedback, submit final Project Management Plan within two weeks of receiving Owner comments. 3. Participate in weekly progress meetings to review Project status and collaborate with Design Engineer and Owner on design questions. 4. Submit monthly invoices; report Phase I planned versus actual progress monthly. 1.2. Task 2 – Design Support CMAR will: 1. Consult with, advise, and provide recommendations to Owner and the Design Engineer on all aspects of the planning, design, and proposed construction. 2. Review draft preliminary design documents and participate in Preliminary Design Workshop. Within 7 days of Preliminary Design Workshop, provide comprehensive and consolidated set of written constructability and value engineering review comments. a. Identify any perceived cost or schedule issues. Include potential cost- and schedule-saving alternates. b. Identify cost-effective alternatives to all aspects of the Project design or material specified that offer potential benefit to the Owner. Results are to be presented in a format (report, sketches, drawings, Bluebeam markup, PowerPoint presentation, etc.) that allows for Owner and the Design Engineer(s) to readily evaluate proposed alternatives based on their potential Project cost and time savings. c. Provide list of additional details needed to complete the Project per the Owner’s schedule requirements. d. Provide information on material availability, long-lead material procurement needs, and recommendations on equipment and/or packaging to advance construction. Discuss any anticipated supply chain issues. e. Make recommendations regarding the division of the work to facilitate bids and proposals for the major elements of the work. f. Advise the Owner regarding ways to gain efficiency in Project delivery. 3 3. Identify, plan, and perform potholing to verify existing utility and pipe locations. 4. Maintain a list of Project permits and permitting responsibilities. Incorporate permits and review and approval timelines into Project schedule. 5. Provide formal value engineering and constructability reviews at the 60% and 90% design milestones. Compile comments in a tabular format acceptable to the Owner with supporting documentation (descriptions, sketches, drawings, Bluebeam markup, PowerPoint presentation, etc.) as necessary to convey intent. The review documentation should be delivered to the Design Engineer within 7 days of the associated design workshops. 6. CMAR's Key Personnel will participate in key milestone design reviews workshop to be conducted by Design Engineer. CMAR is responsible for notifying the Project Team of any perceived cost or schedule impacts during these meetings and following up with appropriate documentation. Highlight potential constructability issues, cost-, and schedule-saving alternatives during these meetings. The current design review schedule is presented below (schedule subject to change): See Exhibit F for Design Milestones. 1.3. Task 3 – Cost Model CMAR contractor will develop and maintain the Project Cost Model throughout Phase I. 1. Within 14 days of the Preliminary Design Workshop, develop and submit a Baseline Project Cost Model based on the preliminary design documents. The Baseline Project Cost Model shall outline costs based on facility and specification division. Include adequate mobilization, overhead and profit, bonds, insurance, general conditions, and contingencies as separate line items. 2. After submission of the Baseline Project Cost Model, hold a 1-2 hour cost model review workshop with Owner and Design Engineer to review CMAR’s observations and recommendations. Attendees include at a minimum: Project Manager, Preconstruction Manager, Lead Estimator, and Construction Manager, along with any other necessary personnel. A remote meeting is acceptable. 3. Work with Design Engineer to develop and maintain a Project Risk Register during Phase I. The initial Risk Register will be presented during the Preliminary Design Workshop. As required during the weekly progress meetings, work with Owner and Design Engineer to update risks, mitigation activities, and potential cost and schedule impacts. Risk register shall be used to inform and develop appropriate and Project- specific contingency values throughout Phase I development. 4. Update and submit the Project Cost Model at the 60% and 90% design milestones for formal evaluation and review by Owner and the Design Engineer. Each submission shall include updated. After the 60% cost model submission, conduct 1-2 hour review workshop to go over the model updates and collect comments. After the 90% cost model 4 submission, develop the GMP and conduct the GMP Review Workshop as discussed in Section 1.6. 5. After each formal Project Cost Model submission, work with the Owner and Design Engineer to review and reconcile comments and identify and update Project risk allocations and usage. Cost model updates will be incorporated into the next applicable cost model submission. 1.4. Task 4 – Construction Schedule CMAR will: 1. Within 30 days of the kickoff meeting, develop and submit a Baseline Critical Path Method (CPM) Schedule. Incorporate permit application submittals, issuance, and compliance into baseline schedule. Identify all critical path activities, including long-lead equipment procurement items, if any, and provide recommendations to Owner and the Design Engineer to optimize schedule and prevent or minimize Project delivery impacts, including consideration of early Work packages, if required by the Project schedule. CMAR shall demonstrate and justify basis for all early Work or phased construction price proposals. a. The Baseline CPM Schedule should generally follow the following construction phasing based on the Owner’s anticipated funding schedule: See Exhibit F for Construction Schedule Timeframes. 2. Submit updated CPM Schedule at the 60% and 90% design workshop milestones for formal evaluation and review by Owner. 3. Work with Design Engineer to present a detailed construction sequencing plan during the 60% Design Workshop. The construction sequencing plan should consider the overall phasing discussed above as well as detailed sequencing to maintain plant operations during construction. 1.5. Task 5 – Procurement Plan CMAR will: 1. Work with the Design Engineer to develop a list of long lead items to be presented during the Preliminary Design Workshop. 2. Within 30 days of the kickoff meeting, submit Draft Procurement Plan, addressing the following: a. Describe approach for packaging and phasing the Work and identify Work that the CMAR intends to self-perform. Identify subcontracted and Owner-procured work, if applicable. b. Identify and recommend which Work, if any, should be procured through value- based competitive selections, in lieu of low-bid selection. 5 c. Describe approach to engage and encourage participation from local firms. d. Describe the criteria (qualifications and price) that will be used to analyze competitive bids for each element of the Work. e. All procurement procedures shall be in compliance with Owner procurement rules as defined in the contract. 3. Update with each design deliverable. 4. Develop bid packages that align with the proposed sequence of construction (outlined in Section 1.4). 5. Actively "premarket" the Project with local trade subcontractors, equipment vendors, and material suppliers to increase awareness and interest in submitting competitive bids and quotes. Execute prequalification activities where appropriate. 1.6. Task 6 – Phase II Construction Price Proposal Development 1. Prepare a detailed Phase II Construction Guaranteed Maximum Price (GMP) Proposal, meeting the requirements described in Article 2.1 of the CMAR Agreement, with an open-book line-item cost breakdown on subcontracted and self-performed Work, contingency (with its basis), and any clarifications, assumptions, or qualifiers based on the 90% design milestone(s). 2. Lead collaborative review of Phase II Construction Price Proposal during the GMP Review Workshop. The GMP Review Workshop will follow the 90% Design Workshop. Review details of Proposal, including, but not limited to, results of procurement activities, differences from previous Cost Models, work approaches that serve as the basis for production rates and activity durations, basis for proposed contingency, etc. Assume participation by CMAR major subcontractors (if part of the CMAR team) as appropriate. 3. Facilitate up to two rounds of review and revisions to the GMP. 4. After submission of a Proposal, CMAR and Owner shall meet to discuss and review the Proposal, negotiate in good faith, and attempt to reach agreement on the terms of the Proposal. Task No. & DescriptionTotal Cost38,586$ Task 1.1 - Phase 1 Project Kickoff and Site Visit5,710$ Task 1.2 - Draft Project Management Plan3,393$ Task 1.3 - Final Project Management Plan1,916$ Task 1.4 - Weekly Progress Meetings23,633$ Task 1.5 - Monthly Invoicing3,934$ 48,632$ Task 2.1 - Consult on Planning, Design, and Construction7,694$ Task 2.2 - Preliminary Design Workshop with Constructability and VE Comments5,498$ Task 2.3 - Pothole Existing Utilities5,475$ Task 2.4 - Project Permit List5,587$ Task 2.5 - VE and Constructability Reviews for 60% and 90% Design18,630$ Task 2.6 - Milestone Design Review Workshops5,747$ 127,394$ Task 3.1 - Baseline Project Cost Model14,445$ Task 3.2 - Baseline Project Cost Model Review Workshop1,026$ Task 3.3 - Project Risk Register4,752$ Task 3.4 - 60% Design and 90% Design Cost Models98,225$ Task 3.5 - Cost Model Review and Comment Reconciliation8,947$ 27,722$ Task 4.1 - Baseline CPM Schedule9,974$ Task 4.2 - 60% Design and 90% Construction Schedule Updates15,696$ Task 4.3 - 60% Design Workshop Construction Sequencing Plan2,052$ 32,042$ Task 5.1 -Preliminary Design Workshop Long-Lead Equipment List1,224$ Task 5.2 -Draft Procurement Plan5,622$ Task 5.3 -60% Design and 90% Design Procurement Plan Updates5,593$ Task 5.4 -Bid Package Development13,844$ Task 5.5 -Pre-Marketing to Subcontractor and Supplier Networks5,760$ 33,401$ Task 6.1 -GMP Development21,634$ Task 6.2 -GMP Review Workshop (based on 90% Design)3,275$ Task 6.3 -GMP Review Workshops and Revisions (up to 2 each)3,832$ Task 6.4 -GMP Negotiations with Owner4,660$ Preconstruction Labor Costs307,777$ Misc. Materials and Documents5,000$ Travel, Meals & Lodging32,000$ EI&C Subcontract Consultant15,000$ VDC7,500$ Utility Locate Services15,000$ Preconstruction Labor 307,777$ Preconstruction Expenses 74,500$ Owner Contingency 38,227$ Total Preconstruction Contract Price 420,504$ Task 6 - Phase II Construction Price Proposal (GMP) DevelopmentTask 4 - Construction ScheduleTask 5 - Procurement PlanTask 1 - Project ManagementTask 2 - Design SupportTask 3 - Cost ModelPrecon TasksPage 1 of 13Printed: 2/3/2025 10:33 AM Date: 11.25.2024 (Rev. 02/03/2025)Project: Aspen WTF Improvements CMARJune 2024 - March 2025Task 1.1 - Phase 1 Project Kickoff and Site VisitTask 1.2 - Draft Project Management PlanTask 1.3 - Final Project Management PlanTask 1.4 - Weekly Progress Meetings Position 2025 Rate 2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost0017 PROJECT DIRECTOR 207.05$ 80$1,65620$41400$0220$4,5550025 DIRECTOR OF PRECONSTRUCTION 200.85$ 80$1,60700$000$000$00030 CHIEF ESTIMATOR 175.10$ 00$000$000$000$00040 SENIOR ESTIMATOR 138.00$ 00$000$000$000$00045 STAFF ESTIMATOR 90.65$ 00$000$000$000$00065 BUSINESS DIVERSITY COORDINATOR 68.00$ 00$000$000$000$00080 PRECONSTRUCTION MANAGER 173.05$ 80$1,38480$1,38480$1,384780$13,4980090 PROJECT MANAGER 132.85$ 80$1,063120$1,59440$531420$5,5800092 PROJECT CONTROLLER 118.45$ 00$000$000$000$00140 SCHEDULER 132.85$ 00$000$000$000$00170 SUPERINTENDENT 123.60$ 00$000$000$000$0LABOR TOTAL320$5,710220$3,393120$1,9161420$23,633Materials, Documents, Etc.$0$0$0$0Travel, Meals & Lodging$6,000$0$0$0Outside Consultant - Local Business / DBE Consultant$0$0$0$0Outside Consultant - EI&C Sub$0$0$0$0Outside Consultant - Concrete/Civil Sub$0$0$0$0Outside Consultant - Piping/Equipment Sub$0$0$0$0VDC$0$0$0$0Utility Locate Services$0$0$0$0TOTAL EXPENSES, CONSULTANTS, & OTHER$11,710$3,393$1,916$23,633OWNER CONTINGENCY$0$0$0$0TOTAL PRECON SERVICES$11,710$3,393$1,916$23,633Task 1.1 - Phase 1 Project Kickoff and Site VisitTask 1.2 - Draft Project Management PlanTask 1.3 - Final Project Management PlanTask 1.4 - Weekly Progress MeetingsPrecon Pricing SummaryPage 2 of 13Printed: 2/3/2025 10:33 AM Date: 11.25.2024 (Rev. 02/03/2025)Project: Aspen WTF Improvements CMARJune 2024 - March 2025 Position 2025 Rate 0017 PROJECT DIRECTOR 207.05$ 0025 DIRECTOR OF PRECONSTRUCTION 200.85$ 0030 CHIEF ESTIMATOR 175.10$ 0040 SENIOR ESTIMATOR 138.00$ 0045 STAFF ESTIMATOR 90.65$ 0065 BUSINESS DIVERSITY COORDINATOR 68.00$ 0080 PRECONSTRUCTION MANAGER 173.05$ 0090 PROJECT MANAGER 132.85$ 0092 PROJECT CONTROLLER 118.45$ 0140 SCHEDULER 132.85$ 0170 SUPERINTENDENT 123.60$ LABOR TOTALMaterials, Documents, Etc.Travel, Meals & LodgingOutside Consultant - Local Business / DBE ConsultantOutside Consultant - EI&C SubOutside Consultant - Concrete/Civil SubOutside Consultant - Piping/Equipment SubVDCUtility Locate ServicesTOTAL EXPENSES, CONSULTANTS, & OTHEROWNER CONTINGENCYTOTAL PRECON SERVICESTask 1.5 - Monthly InvoicingTask 2.1 - Consult on Planning, Design, and ConstructionTask 2.2 - Preliminary Design Workshop with Constructability and VE CommentsTask 2.3 - Pothole Existing Utilities2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost00$040$82820$41400$000$000$000$000$000$000$040$70000$000$000$040$55200$000$000$000$000$000$000$000$000$000$0320$5,538160$2,76900$0100$1,329100$1,32980$1,06340$531220$2,60600$000$000$000$000$000$000$000$000$000$0400$4,944320$3,934460$7,694340$5,498440$5,475$0$0$0$0$0$0$0$3,500$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0120$7,500$0$0$050$15,000$3,934$7,694$5,498$31,475$0$0$0$0$3,934$7,694$5,498$31,475Task 2.1 - Consult on Planning, Design, and ConstructionTask 1.5 - Monthly InvoicingTask 2.2 - Preliminary Design Workshop with Constructability and VE CommentsTask 2.3 - Pothole Existing UtilitiesPrecon Pricing SummaryPage 3 of 13Printed: 2/3/2025 10:33 AM Date: 11.25.2024 (Rev. 02/03/2025)Project: Aspen WTF Improvements CMARJune 2024 - March 2025 Position 2025 Rate 0017 PROJECT DIRECTOR 207.05$ 0025 DIRECTOR OF PRECONSTRUCTION 200.85$ 0030 CHIEF ESTIMATOR 175.10$ 0040 SENIOR ESTIMATOR 138.00$ 0045 STAFF ESTIMATOR 90.65$ 0065 BUSINESS DIVERSITY COORDINATOR 68.00$ 0080 PRECONSTRUCTION MANAGER 173.05$ 0090 PROJECT MANAGER 132.85$ 0092 PROJECT CONTROLLER 118.45$ 0140 SCHEDULER 132.85$ 0170 SUPERINTENDENT 123.60$ LABOR TOTALMaterials, Documents, Etc.Travel, Meals & LodgingOutside Consultant - Local Business / DBE ConsultantOutside Consultant - EI&C SubOutside Consultant - Concrete/Civil SubOutside Consultant - Piping/Equipment SubVDCUtility Locate ServicesTOTAL EXPENSES, CONSULTANTS, & OTHEROWNER CONTINGENCYTOTAL PRECON SERVICESTask 2.4 - Project Permit ListTask 2.5 - VE and Constructability Reviews for 60% and 90% DesignTask 2.6 - Milestone Design Review WorkshopsTask 3.1 - Baseline Project Cost Model2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost00$080$1,65600$040$82800$000$000$040$80300$000$000$0160$2,80200$0320$4,41600$0240$3,31200$000$000$0240$2,17600$000$000$000$0200$3,461480$8,306240$4,153200$3,461120$1,594320$4,251120$1,59480$1,06300$000$000$000$040$53100$000$000$000$000$000$000$0360$5,5871200$18,630360$5,7471000$14,445$0$0$0$0$0$0$9,000$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$5,587$18,630$14,747$14,445$0$0$0$0$5,587$18,630$14,747$14,445Task 2.4 - Project Permit ListTask 2.5 - VE and Constructability Reviews for 60% and 90% DesignTask 2.6 - Milestone Design Review WorkshopsTask 3.1 - Baseline Project Cost ModelPrecon Pricing SummaryPage 4 of 13Printed: 2/3/2025 10:33 AM Date: 11.25.2024 (Rev. 02/03/2025)Project: Aspen WTF Improvements CMARJune 2024 - March 2025 Position 2025 Rate 0017 PROJECT DIRECTOR 207.05$ 0025 DIRECTOR OF PRECONSTRUCTION 200.85$ 0030 CHIEF ESTIMATOR 175.10$ 0040 SENIOR ESTIMATOR 138.00$ 0045 STAFF ESTIMATOR 90.65$ 0065 BUSINESS DIVERSITY COORDINATOR 68.00$ 0080 PRECONSTRUCTION MANAGER 173.05$ 0090 PROJECT MANAGER 132.85$ 0092 PROJECT CONTROLLER 118.45$ 0140 SCHEDULER 132.85$ 0170 SUPERINTENDENT 123.60$ LABOR TOTALMaterials, Documents, Etc.Travel, Meals & LodgingOutside Consultant - Local Business / DBE ConsultantOutside Consultant - EI&C SubOutside Consultant - Concrete/Civil SubOutside Consultant - Piping/Equipment SubVDCUtility Locate ServicesTOTAL EXPENSES, CONSULTANTS, & OTHEROWNER CONTINGENCYTOTAL PRECON SERVICESTask 3.2 - Baseline Project Cost Model Review WorkshopTask 3.3 - Project Risk RegisterTask 3.4 - 60% Design and 90% Design Cost ModelsTask 3.5 - Cost Model Review and Comment Reconciliation2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost20$41460$1,242160$3,31360$1,24200$000$0120$2,41000$000$000$0200$3,50200$000$000$03600$49,68080$1,10400$000$02400$21,75600$000$000$000$000$020$34680$1,384800$13,844320$5,53820$266160$2,126280$3,72080$1,06300$000$000$000$000$000$000$000$000$000$000$000$060$1,026300$4,7527560$98,225540$8,947$0$0$1,500$0$0$0$0$0$0$0$0$0$0$0120$15,000$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$1,026$4,752$114,725$8,947$0$0$0$0$1,026$4,752$114,725$8,947Task 3.2 - Baseline Project Cost Model Review WorkshopTask 3.3 - Project Risk RegisterTask 3.4 - 60% Design and 90% Design Cost ModelsTask 3.5 - Cost Model Review and Comment ReconciliationPrecon Pricing SummaryPage 5 of 13Printed: 2/3/2025 10:33 AM Date: 11.25.2024 (Rev. 02/03/2025)Project: Aspen WTF Improvements CMARJune 2024 - March 2025 Position 2025 Rate 0017 PROJECT DIRECTOR 207.05$ 0025 DIRECTOR OF PRECONSTRUCTION 200.85$ 0030 CHIEF ESTIMATOR 175.10$ 0040 SENIOR ESTIMATOR 138.00$ 0045 STAFF ESTIMATOR 90.65$ 0065 BUSINESS DIVERSITY COORDINATOR 68.00$ 0080 PRECONSTRUCTION MANAGER 173.05$ 0090 PROJECT MANAGER 132.85$ 0092 PROJECT CONTROLLER 118.45$ 0140 SCHEDULER 132.85$ 0170 SUPERINTENDENT 123.60$ LABOR TOTALMaterials, Documents, Etc.Travel, Meals & LodgingOutside Consultant - Local Business / DBE ConsultantOutside Consultant - EI&C SubOutside Consultant - Concrete/Civil SubOutside Consultant - Piping/Equipment SubVDCUtility Locate ServicesTOTAL EXPENSES, CONSULTANTS, & OTHEROWNER CONTINGENCYTOTAL PRECON SERVICESTask 4.1 - Baseline CPM ScheduleTask 4.2 - 60% Design and 90% Construction Schedule UpdatesTask 4.3 - 60% Design Workshop Construction Sequencing PlanTask 5.1 -Preliminary Design Workshop Long-Lead Equipment List2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost40$82880$1,65640$82800$000$000$000$000$000$000$000$000$000$000$000$000$000$000$000$000$000$000$000$000$0160$2,769320$5,53840$69240$692160$2,126240$3,18840$53140$53100$000$000$000$0320$4,251400$5,31400$000$000$000$000$000$0680$9,9741040$15,696120$2,05280$1,224$0$500$0$0$0$0$3,000$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$9,974$16,196$5,052$1,224$0$0$0$0$9,974$16,196$5,052$1,224Task 4.3 - 60% Design Workshop Construction Sequencing PlanTask 4.1 - Baseline CPM ScheduleTask 4.2 - 60% Design and 90% Construction Schedule UpdatesTask 5.1 -Preliminary Design Workshop Long-Lead Equipment ListPrecon Pricing SummaryPage 6 of 13Printed: 2/3/2025 10:33 AM Date: 11.25.2024 (Rev. 02/03/2025)Project: Aspen WTF Improvements CMARJune 2024 - March 2025 Position 2025 Rate 0017 PROJECT DIRECTOR 207.05$ 0025 DIRECTOR OF PRECONSTRUCTION 200.85$ 0030 CHIEF ESTIMATOR 175.10$ 0040 SENIOR ESTIMATOR 138.00$ 0045 STAFF ESTIMATOR 90.65$ 0065 BUSINESS DIVERSITY COORDINATOR 68.00$ 0080 PRECONSTRUCTION MANAGER 173.05$ 0090 PROJECT MANAGER 132.85$ 0092 PROJECT CONTROLLER 118.45$ 0140 SCHEDULER 132.85$ 0170 SUPERINTENDENT 123.60$ LABOR TOTALMaterials, Documents, Etc.Travel, Meals & LodgingOutside Consultant - Local Business / DBE ConsultantOutside Consultant - EI&C SubOutside Consultant - Concrete/Civil SubOutside Consultant - Piping/Equipment SubVDCUtility Locate ServicesTOTAL EXPENSES, CONSULTANTS, & OTHEROWNER CONTINGENCYTOTAL PRECON SERVICESTask 5.2 -Draft Procurement PlanTask 5.3 -60% Design and 90% Design Procurement Plan UpdatesTask 5.4 -Bid Package DevelopmentTask 5.5 -Pre-Marketing to Subcontractor and Supplier Networks2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost20$41420$41480$1,65600$000$040$80380$1,60700$000$000$000$000$080$1,10400$0160$2,20800$000$000$0160$1,45000$040$27280$54400$080$544160$2,769160$2,769400$6,922240$4,15380$1,06380$1,06300$080$1,06300$000$000$000$000$000$000$000$000$000$000$000$0380$5,622380$5,593880$13,844400$5,760$0$0$0$1,500$0$0$0$4,500$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$5,622$5,593$13,844$11,760$0$0$0$0$5,622$5,593$13,844$11,760Task 5.5 -Pre-Marketing to Subcontractor and Supplier NetworksTask 5.2 -Draft Procurement PlanTask 5.3 -60% Design and 90% Design Procurement Plan UpdatesTask 5.4 -Bid Package DevelopmentPrecon Pricing SummaryPage 7 of 13Printed: 2/3/2025 10:33 AM Date: 11.25.2024 (Rev. 02/03/2025)Project: Aspen WTF Improvements CMARJune 2024 - March 2025 Position 2025 Rate 0017 PROJECT DIRECTOR 207.05$ 0025 DIRECTOR OF PRECONSTRUCTION 200.85$ 0030 CHIEF ESTIMATOR 175.10$ 0040 SENIOR ESTIMATOR 138.00$ 0045 STAFF ESTIMATOR 90.65$ 0065 BUSINESS DIVERSITY COORDINATOR 68.00$ 0080 PRECONSTRUCTION MANAGER 173.05$ 0090 PROJECT MANAGER 132.85$ 0092 PROJECT CONTROLLER 118.45$ 0140 SCHEDULER 132.85$ 0170 SUPERINTENDENT 123.60$ LABOR TOTALMaterials, Documents, Etc.Travel, Meals & LodgingOutside Consultant - Local Business / DBE ConsultantOutside Consultant - EI&C SubOutside Consultant - Concrete/Civil SubOutside Consultant - Piping/Equipment SubVDCUtility Locate ServicesTOTAL EXPENSES, CONSULTANTS, & OTHEROWNER CONTINGENCYTOTAL PRECON SERVICESTask 6.1 -GMP DevelopmentTask 6.2 -GMP Review Workshop (based on 90% Design)Task 6.3 -GMP Review Workshops and Revisions (up to 2 each)Task 6.4 -GMP Negotiations with Owner2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost2025 Hours2026 HoursTotal Cost40$82840$82800$040$82840$80300$000$000$000$000$000$000$0320$4,41600$000$000$0240$2,17600$000$000$000$000$000$000$0560$9,69180$1,384160$2,769160$2,769240$3,18880$1,06380$1,06380$1,06300$000$000$000$040$53100$000$000$000$000$000$000$01480$21,634200$3,275240$3,832280$4,660$1,500$0$0$0$0$3,000$0$3,000$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$0$23,134$6,275$3,832$7,660$0$0$0$38,227$23,134$6,275$3,832$45,887Task 6.3 -GMP Review Workshops and Revisions (up to 2 each)Task 6.4 -GMP Negotiations with OwnerTask 6.2 -GMP Review Workshop (based on 90% Design)Task 6.1 -GMP DevelopmentPrecon Pricing SummaryPage 8 of 13Printed: 2/3/2025 10:33 AM Date: 11.25.2024 (Rev. 02/03/2025)Project: Aspen WTF Improvements CMARJune 2024 - March 2025 Position 2025 Rate 0017 PROJECT DIRECTOR 207.05$ 0025 DIRECTOR OF PRECONSTRUCTION 200.85$ 0030 CHIEF ESTIMATOR 175.10$ 0040 SENIOR ESTIMATOR 138.00$ 0045 STAFF ESTIMATOR 90.65$ 0065 BUSINESS DIVERSITY COORDINATOR 68.00$ 0080 PRECONSTRUCTION MANAGER 173.05$ 0090 PROJECT MANAGER 132.85$ 0092 PROJECT CONTROLLER 118.45$ 0140 SCHEDULER 132.85$ 0170 SUPERINTENDENT 123.60$ LABOR TOTALMaterials, Documents, Etc.Travel, Meals & LodgingOutside Consultant - Local Business / DBE ConsultantOutside Consultant - EI&C SubOutside Consultant - Concrete/Civil SubOutside Consultant - Piping/Equipment SubVDCUtility Locate ServicesTOTAL EXPENSES, CONSULTANTS, & OTHEROWNER CONTINGENCYTOTAL PRECON SERVICES2025 Hours2026 HoursTotal Cost1200$24,846.00400$8,034.00400$7,004.004840$66,792.003040$27,557.60200$1,360.006320$109,367.603360$44,637.60220$2,605.90800$10,628.00400$4,944.002,118 - $307,776.7000$5,000.0000$32,000.0000$0.001200$15,000.0000$0.0000$0.001200$7,500.00500$15,000.00$74,500.00 $38,227.00 $420,503.70TOTALPrecon Pricing SummaryPage 9 of 13Printed: 2/3/2025 10:33 AM Date: 11.25.2024Project: Aspen WTF Improvements CMARResource TaskStart Finish Duration Using 2025 Rates (hrs)Cost Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25Task 1 - Project Management38,586$ Task 1.1 - Phase 1 Project Kickoff and Site Visit5,710$ 0017 PROJECT DIRECTOR Task 1.1 - Phase 1 Project Kickoff and Site Visit1/20/251/20/2581,656$ 80025 DIRECTOR OF PRECONSTRUCTION Task 1.1 - Phase 1 Project Kickoff and Site Visit1/20/251/20/2581,607$ 80080 PRECONSTRUCTION MANAGER Task 1.1 - Phase 1 Project Kickoff and Site Visit1/20/251/20/2581,384$ 80090 PROJECT MANAGER Task 1.1 - Phase 1 Project Kickoff and Site Visit1/20/251/20/2581,063$ 8Task 1.2 - Draft Project Management Plan3,393$ 0017 PROJECT DIRECTOR Task 1.2 - Draft Project Management Plan1/20/252/10/252414$ 020080 PRECONSTRUCTION MANAGER Task 1.2 - Draft Project Management Plan1/20/252/10/2581,384$ 80090 PROJECT MANAGER Task 1.2 - Draft Project Management Plan1/20/252/10/25121,594$ 84Task 1.3 - Final Project Management Plan1,916$ 0090 PROJECT MANAGER Task 1.3 - Final Project Management Plan2/24/253/7/254531$ 040080 PRECONSTRUCTION MANAGER Task 1.3 - Final Project Management Plan2/24/253/7/2581,384$ 08Task 1.4 - Weekly Progress Meetings23,633$ 0017 PROJECT DIRECTOR Task 1.4 - Weekly Progress Meetings1/27/2512/22/25224,555$ 2222222222200080 PRECONSTRUCTION MANAGER Task 1.4 - Weekly Progress Meetings1/27/2512/22/257813,498$ 2888888888400090 PROJECT MANAGER Task 1.4 - Weekly Progress Meetings1/27/2512/22/25425,580$ 244444444440Task 1.5 - Monthly Invoicing3,934$ 0090 PROJECT MANAGER Task 1.5 - Monthly Invoicing1/31/2511/30/25101,329$ 1111111111000092 PROJECT CONTROLLER Task 1.5 - Monthly Invoicing1/31/2511/30/25222,606$ 222222222220Task 2 - Design Support48,632$ Task 2.1 - Consult on Planning, Design, and Construction7,694$ 0017 PROJECT DIRECTOR Task 2.1 - Consult on Planning, Design, and Construction1/27/2512/31/254828$ 0200200000000080 PRECONSTRUCTION MANAGER Task 2.1 - Consult on Planning, Design, and Construction1/27/2512/31/25325,538$ 0044444444000090 PROJECT MANAGER Task 2.1 - Consult on Planning, Design, and Construction1/27/2512/31/25101,329$ 002220220000Task 2.2 - Preliminary Design Workshop with Constructability and VE Comments5,498$ 0017 PROJECT DIRECTOR Task 2.2 - Preliminary Design Workshop with Constructability and VE Comments2/10/252/17/252414$ 20030 CHIEF ESTIMATOR Task 2.2 - Preliminary Design Workshop with Constructability and VE Comments2/10/252/17/254700$ 40040 SENIOR ESTIMATOR Task 2.2 - Preliminary Design Workshop with Constructability and VE Comments2/10/252/17/254552$ 40080 PRECONSTRUCTION MANAGER Task 2.2 - Preliminary Design Workshop with Constructability and VE Comments2/10/252/17/25162,769$ 160090 PROJECT MANAGER Task 2.2 - Preliminary Design Workshop with Constructability and VE Comments2/10/252/17/2581,063$ 8Task 2.3 - Pothole Existing Utilities5,475$ 0090 PROJECT MANAGER Task 2.3 - Pothole Existing Utilities3/15/254/30/254531$ 40170 SUPERINTENDENT Task 2.3 - Pothole Existing Utilities3/15/254/30/25404,944$ 40Task 2.4 - Project Permit List5,587$ 0090 PROJECT MANAGER Task 2.4 - Project Permit List2/1/2512/31/25121,594$ 040000080000080 PRECONSTRUCTION MANAGER Task 2.4 - Project Permit List2/1/2512/31/25203,461$ 0160000040000140 SCHEDULER Task 2.4 - Project Permit List2/1/2512/31/254531$ 02000002000Task 2.5 - VE and Constructability Reviews for 60% and 90% Design18,630$ 0017 PROJECT DIRECTOR Task 2.5 - VE and Constructability Reviews for 60% and 90% Design5/15/259/30/2581,656$ 40400030 CHIEF ESTIMATOR Task 2.5 - VE and Constructability Reviews for 60% and 90% Design5/15/259/30/250-$ 00000040 SENIOR ESTIMATOR Task 2.5 - VE and Constructability Reviews for 60% and 90% Design5/15/259/30/25324,416$ 0160160080 PRECONSTRUCTION MANAGER Task 2.5 - VE and Constructability Reviews for 60% and 90% Design5/15/259/30/25488,306$ 1681680090 PROJECT MANAGER Task 2.5 - VE and Constructability Reviews for 60% and 90% Design5/15/259/30/25324,251$ 8888Task 2.6 - Milestone Design Review Workshops5,747$ 0080 PRECONSTRUCTION MANAGER Task 2.6 - Milestone Design Review Workshops2/1/259/30/25244,153$ 8880090 PROJECT MANAGER Task 2.6 - Milestone Design Review Workshops2/1/259/30/25121,594$ 444Precon ManloaderPage 10 of 13Printed: 2/3/2025 10:33 AM Resource TaskStart Finish Duration Using 2025 Rates (hrs)Cost Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25Task 3 - Cost Model127,394$ Task 3.1 - Baseline Project Cost Model14,445$ 0017 PROJECT DIRECTOR Task 3.1 - Baseline Project Cost Model2/10/252/24/254828$ 40025 DIRECTOR OF PRECONSTRUCTION Task 3.1 - Baseline Project Cost Model2/10/252/24/254803$ 40030 CHIEF ESTIMATOR Task 3.1 - Baseline Project Cost Model2/10/252/24/25162,802$ 160040 SENIOR ESTIMATOR Task 3.1 - Baseline Project Cost Model2/10/252/24/25243,312$ 240045 STAFF ESTIMATOR Task 3.1 - Baseline Project Cost Model2/10/252/24/25242,176$ 240080 PRECONSTRUCTION MANAGER Task 3.1 - Baseline Project Cost Model2/10/252/24/25203,461$ 200090 PROJECT MANAGER Task 3.1 - Baseline Project Cost Model2/10/252/24/2581,063$ 8Task 3.2 - Baseline Project Cost Model Review Workshop1,026$ 0017 PROJECT DIRECTOR Task 3.2 - Baseline Project Cost Model Review Workshop2/24/252/28/252414$ 20080 PRECONSTRUCTION MANAGER Task 3.2 - Baseline Project Cost Model Review Workshop2/24/252/28/252346$ 20090 PROJECT MANAGER Task 3.2 - Baseline Project Cost Model Review Workshop2/24/252/28/252266$ 2Task 3.3 - Project Risk Register4,752$ 0017 PROJECT DIRECTOR Task 3.3 - Project Risk Register2/10/2512/31/2561,242$ 200020020000080 PRECONSTRUCTION MANAGER Task 3.3 - Project Risk Register2/10/2512/31/2581,384$ 400020002000090 PROJECT MANAGER Task 3.3 - Project Risk Register2/10/2512/31/25162,126$ 40024002400Task 3.4 - 60% Design and 90% Design Cost Models98,225$ 0017 PROJECT DIRECTOR Task 3.4 - 60% Design and 90% Design Cost Models5/15/259/30/25163,313$ 44440025 DIRECTOR OF PRECONSTRUCTION Task 3.4 - 60% Design and 90% Design Cost Models5/15/259/30/25122,410$ 24240030 CHIEF ESTIMATOR Task 3.4 - 60% Design and 90% Design Cost Models5/15/259/30/25203,502$ 48440040 SENIOR ESTIMATOR Task 3.4 - 60% Design and 90% Design Cost Models5/15/259/30/2536049,680$ 1449648720045 STAFF ESTIMATOR Task 3.4 - 60% Design and 90% Design Cost Models5/15/259/30/2524021,756$ 966432480080 PRECONSTRUCTION MANAGER Task 3.4 - 60% Design and 90% Design Cost Models5/15/259/30/258013,844$ 242416160090 PROJECT MANAGER Task 3.4 - 60% Design and 90% Design Cost Models5/15/259/30/25283,720$ 8884Task 3.5 - Cost Model Review and Comment Reconciliation8,947$ 0017 PROJECT DIRECTOR Task 3.5 - Cost Model Review and Comment Reconciliation6/15/2510/15/2561,242$ 420040 SENIOR ESTIMATOR Task 3.5 - Cost Model Review and Comment Reconciliation6/15/2510/15/2581,104$ 440080 PRECONSTRUCTION MANAGER Task 3.5 - Cost Model Review and Comment Reconciliation6/15/2510/15/25325,538$ 16160090 PROJECT MANAGER Task 3.5 - Cost Model Review and Comment Reconciliation6/15/2510/15/2581,063$ 44Task 4 - Construction Schedule27,722$ Task 4.1 - Baseline CPM Schedule9,974$ 0017 PROJECT DIRECTOR Task 4.1 - Baseline CPM Schedule1/20/252/18/254828$ 400080 PRECONSTRUCTION MANAGER Task 4.1 - Baseline CPM Schedule1/20/252/18/25162,769$ 880090 PROJECT MANAGER Task 4.1 - Baseline CPM Schedule1/20/252/18/25162,126$ 880140 SCHEDULER Task 4.1 - Baseline CPM Schedule1/20/252/18/25324,251$ 1616Task 4.2 - 60% Design and 90% Construction Schedule Updates15,696$ 0017 PROJECT DIRECTOR Task 4.2 - 60% Design and 90% Construction Schedule Updates5/15/259/30/2581,656$ 0440080 PRECONSTRUCTION MANAGER Task 4.2 - 60% Design and 90% Construction Schedule Updates5/15/259/30/25325,538$ 88880090 PROJECT MANAGER Task 4.2 - 60% Design and 90% Construction Schedule Updates5/15/259/30/25243,188$ 84840140 SCHEDULER Task 4.2 - 60% Design and 90% Construction Schedule Updates5/15/259/30/25405,314$ 416416Task 4.3 - 60% Design Workshop Construction Sequencing Plan2,052$ 0017 PROJECT DIRECTOR Task 4.3 - 60% Design Workshop Construction Sequencing Plan5/15/256/30/254828$ 40080 PRECONSTRUCTION MANAGER Task 4.3 - 60% Design Workshop Construction Sequencing Plan5/15/256/30/254692$ 40090 PROJECT MANAGER Task 4.3 - 60% Design Workshop Construction Sequencing Plan5/15/256/30/254531$ 4Precon ManloaderPage 11 of 13Printed: 2/3/2025 10:33 AM Resource TaskStart Finish Duration Using 2025 Rates (hrs)Cost Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25Task 5 - Procurement Plan32,042$ Task 5.1 -Preliminary Design Workshop Long-Lead Equipment List1,224$ 0080 PRECONSTRUCTION MANAGER Task 5.1 -Preliminary Design Workshop Long-Lead Equipment List2/10/252/17/254692$ 40090 PROJECT MANAGER Task 5.1 -Preliminary Design Workshop Long-Lead Equipment List2/10/252/17/254531$ 4Task 5.2 -Draft Procurement Plan5,622$ 0017 PROJECT DIRECTOR Task 5.2 -Draft Procurement Plan1/20/252/18/252414$ 020025 DIRECTOR OF PRECONSTRUCTION Task 5.2 -Draft Procurement Plan1/20/252/18/250-$ 000040 SENIOR ESTIMATOR Task 5.2 -Draft Procurement Plan1/20/252/18/2581,104$ 440065 BUSINESS DIVERSITY COORDINATORTask 5.2 -Draft Procurement Plan1/20/252/18/254272$ 040080 PRECONSTRUCTION MANAGER Task 5.2 -Draft Procurement Plan1/20/252/18/25162,769$ 880090 PROJECT MANAGER Task 5.2 -Draft Procurement Plan1/20/252/18/2581,063$ 44Task 5.3 -60% Design and 90% Design Procurement Plan Updates5,593$ 0017 PROJECT DIRECTOR Task 5.3 -60% Design and 90% Design Procurement Plan Updates5/15/2510/31/252414$ 020025 DIRECTOR OF PRECONSTRUCTION Task 5.3 -60% Design and 90% Design Procurement Plan Updates5/15/2510/31/254803$ 040065 BUSINESS DIVERSITY COORDINATORTask 5.3 -60% Design and 90% Design Procurement Plan Updates5/15/2510/31/258544$ 04040080 PRECONSTRUCTION MANAGER Task 5.3 -60% Design and 90% Design Procurement Plan Updates5/15/2510/31/25162,769$ 08080090 PROJECT MANAGER Task 5.3 -60% Design and 90% Design Procurement Plan Updates5/15/2510/31/2581,063$ 0404Task 5.4 -Bid Package Development13,844$ 0017 PROJECT DIRECTOR Task 5.4 -Bid Package Development7/1/2510/31/2581,656$ 080025 DIRECTOR OF PRECONSTRUCTION Task 5.4 -Bid Package Development7/1/2510/31/2581,607$ 080040 SENIOR ESTIMATOR Task 5.4 -Bid Package Development7/1/2510/31/25162,208$ 0160045 STAFF ESTIMATOR Task 5.4 -Bid Package Development7/1/2510/31/25161,450$ 0160080 PRECONSTRUCTION MANAGER Task 5.4 -Bid Package Development7/1/2510/31/25406,922$ 040Task 5.5 -Pre-Marketing to Subcontractor and Supplier Networks5,760$ 0065 BUSINESS DIVERSITY COORDINATORTask 5.5 -Pre-Marketing to Subcontractor and Supplier Networks7/1/259/15/258544$ 080080 PRECONSTRUCTION MANAGER Task 5.5 -Pre-Marketing to Subcontractor and Supplier Networks7/1/259/15/25244,153$ 01680090 PROJECT MANAGER Task 5.5 -Pre-Marketing to Subcontractor and Supplier Networks7/1/259/15/2581,063$ 08Task 6 - Phase II Construction Price Proposal (GMP) Development33,401$ Task 6.1 -GMP Development21,634$ 0017 PROJECT DIRECTOR Task 6.1 -GMP Development10/1/2511/15/254828$ 040025 DIRECTOR OF PRECONSTRUCTION Task 6.1 -GMP Development10/1/2511/15/254803$ 040040 SENIOR ESTIMATOR Task 6.1 -GMP Development10/1/2511/15/25324,416$ 16160045 STAFF ESTIMATOR Task 6.1 -GMP Development10/1/2511/15/25242,176$ 1680080 PRECONSTRUCTION MANAGER Task 6.1 -GMP Development10/1/2511/15/25569,691$ 32240090 PROJECT MANAGER Task 6.1 -GMP Development10/1/2511/15/25243,188$ 1680140 SCHEDULER Task 6.1 -GMP Development10/1/2511/15/254531$ 04Task 6.2 -GMP Review Workshop (based on 90% Design)3,275$ 0017 PROJECT DIRECTOR Task 6.2 -GMP Review Workshop (based on 90% Design)11/16/2511/23/254828$ 40080 PRECONSTRUCTION MANAGER Task 6.2 -GMP Review Workshop (based on 90% Design)11/16/2511/23/2581,384$ 80090 PROJECT MANAGER Task 6.2 -GMP Review Workshop (based on 90% Design)11/16/2511/23/2581,063$ 8Task 6.3 -GMP Review Workshops and Revisions (up to 2 each)3,832$ 0080 PRECONSTRUCTION MANAGER Task 6.3 -GMP Review Workshops and Revisions (up to 2 each)10/30/2511/30/25162,769$ 160090 PROJECT MANAGER Task 6.3 -GMP Review Workshops and Revisions (up to 2 each)10/30/2511/30/2581,063$ 8Task 6.4 -GMP Negotiations with Owner4,660$ 0017 PROJECT DIRECTOR Task 6.4 -GMP Negotiations with Owner11/1/2511/30/254828$ 40080 PRECONSTRUCTION MANAGER Task 6.4 -GMP Negotiations with Owner11/1/2511/30/25162,769$ 160090 PROJECT MANAGER Task 6.4 -GMP Negotiations with Owner11/1/2511/30/2581,063$ 8Precon ManloaderPage 12 of 13Printed: 2/3/2025 10:33 AM Monthly Hours Bar ChartPage 13 of 13Printed: 2/3/2025 10:33 AM050100150200250300350400Sum of Jan-25 Sum of Feb-25 Sum of Mar-25 Sum of Apr-25 Sum of May-25 Sum of Jun-25 Sum of Jul-25 Sum of Aug-25 Sum of Sep-25 Sum of Oct-25 Sum of Nov-25 Sum of Dec-25Monthly Hours by Resource Type0010 DIRECTOR OF CONSTRUCTION0017 PROJECT DIRECTOR0025 DIRECTOR OF PRECONSTRUCTION0030 CHIEF ESTIMATOR0040 SENIOR ESTIMATOR0045 STAFF ESTIMATOR0052 VDC MANAGER0065 BUSINESS DIVERSITY COORDINATOR0080 PRECONSTRUCTION MANAGER0083 CONSTRUCTION MANAGER0090 PROJECT MANAGER0092 PROJECT CONTROLLER0095 ASSISTANT PROJECT MANAGER0099 DIRECTOR OF SCHEDULING0100 STARTUP MANAGER0125 QUALITY CONTROL MANAGER0140 SCHEDULER0170 SUPERINTENDENT0185 REGIONAL SAFETY SUPERVISOR0190 DIRECTOR OF SAFETY(blank)ResourceValuesSum of Jan-25Sum of Feb-25Sum of Mar-25Sum of Apr-25Sum of May-25Sum of Jun-25Sum of Jul-25Sum of Aug-25Sum of Sep-25Sum of Oct-25Sum of Nov-25Sum of Dec-25 Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 25 Exhibit C—Phase I Notice to Proceed NOTICE TO PROCEED Date: Project Number: 2024-452 RE: Water Treatment Facility Improvements, Phase I Preconstruction Phase Services Mr. Jeremy McVey, Haskell: Enclosed please find an executed copy of the Contract Documents for the above referenced project. You are hereby notified to proceed according to the Scope of Work and to coordinate with the Project Manager. If you have any questions concerning this project please do not hesitate to call. Again, thank you for your bid and your continued interest in this project. Sincerely, CITY OF ASPEN By: JoAnna Coffey Procurement Specialist Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 26 Exhibit D—Phase I Early Work(s) Package(s) Not Used, Will Use if Necessary during Phase I Preconstruction Phase Services Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 27 Exhibit D.1—Phase I Early Work(s) Package(s) Amendment Form Not Used, Will Use if Necessary during Phase I Preconstruction Phase Services Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 28 Exhibit E—Phase II Construction Price Amendment Not Used, Will Execute prior to Phase II Construction Phase Services Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 29 Exhibit F—Initial Schedule of Work Exhibit F Initial Schedule of Work The current preconstruction schedule is outlined in the table below. This schedule may change as design activities progress. Phase Duration Estimated Dates Preliminary design 4 months 10/1/2024-2/26/2024 Baseline project cost model submittal 5 weeks following preliminary design workshop 4/02/2025 60% design and submittal of BDR to CDPHE 3 months 2/27/2024-5/23/2025 60% project cost model submittal 7 weeks following 60% design workshop 7/11/2025 90% design 3 months 5/26/2025-8/22/2025 90% project cost model submittal 5 weeks following 90% design workshop 9/26/2025 100% design package submittal 1.5 months 10/10/2025 GMP development and submittal 9-weeks 10/13/2025-12/12/2025 A preliminary construction and funding schedule is outlined in the table below. The Owner will work with the Engineer and CMAR to adjust this schedule based on the design activities, cost estimating, City priorities, and funding availability. Work Package Estimated Construction Funding/Timeframe Filters, electrical, controls, hydraulics Nov 20251 - Dec 2027 Chemical storage and feed, site drainage and surface paving Jan 2030 - Dec 2031 Residuals handling, flocculation and sedimentation TBD Notes: 1. Owner shall rely upon CMAR to recommend any Phase I Early Work Packages that can be completed prior to November 2025 that present a cost savings to Owner to be completed early or properly anticipate the delivery of equipment with long-lead times to arrive an ideal installation period during the construction period shown above. Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 30 Exhibit G—Project Technical Scheduling Requirements Not Used, Will Use if Necessary during Phase I Preconstruction Phase Services Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 31 Exhibit H—Preconstruction Phase Services Hourly Rate Schedule APPENDIX PAGE 59 Appendix C | Pricing Information Attachment C – Pricing Information Form The Proposer must complete the Pricing Information Form with all required cost information and include it in Appendix C of the Proposal. Pricing information includes the following: 1. Phase I Services Fee a. Hourly rates provided are binding and will be used in preparation of the Phase I contract. b. Estimated hours will be used as reference when preparing the Phase I contract. c. The total cost for Phase I services is binding. 2. Fixed percentage for the CMAR’s Fee during Phase II, which will be applied to the cost of the work. The percentage should include overhead and profit.   APPENDIX PAGE 60 Pricing Information Form Phase I Services The scope and anticipated schedule of the CMAR contractor services for which pricing is required is defined in Exhibit A of the CMAR Contract (Attachment C of this RFP). Proposers shall include rates and estimated hours for Key Personnel and additional staff that will support Key Personnel during Phase I in the table below. Key Personnel Rate ($)Hours Total ($) Project Director $207.05 120 $24,846.00 Preconstruction Manager $200.85 40 $8,034.00 Chief Estimator $175.10 40 $7,004.00 Senior Estimator $138.00 484 $66,792.00 Estimator $90.65 304 $27,557.60 Lead Cost Estimator $173.05 632 $109,367.60 Project Manager $132.85 336 $44,637.60 Additional Staff Rate ($)Hours Total ($) Business Diversity Coordinator $68.00 20 $1,360.00 Project Controller $118.45 22 $2,605.90 Scheduler $132.85 80 $10,628.00 Superintendent $123.60 40 $4,944.00 Expenses --$74,500.00 Total --$382,276.70 CMAR Fee The CMAR Fee will be applied as described in the Draft CMAR Contract (Attachment C), Article 7.3. The CMAR Fee should be inclusive of corporate overhead and profit. CMAR Fee Percentage 6.00 % APPENDIX PAGE 61 By signature hereon, the Proposer’s authorized agent (“Agent”) certifies that all necessary corporate acts have been taken to authorize the Agent to sign this document and that all information provided in the Fee and Price Proposal Form are an accurate representation of the information the Proposer is providing. CMAR Name: The Haskell Company___________________________________ Signed by (Authorized Agent): ________________________________________ Printed Name: Jake Sinclair___________________________________________ Title: Director, Project Executive________________________________________ Date: 12/04/2024____________________________________________________ Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 32 Exhibit I—Project Technical Performance Requirements Not Used, Will Use if Necessary during Phase I Preconstruction Phase Services Copyright © 2023 Water Collaborative Delivery Association | CMAR Agreement 33 Exhibit J—Project Insurance Requirements; Attachment 16 to Phase II Construction Price Amendment – Insurance and Bond Requirements CONSTRUCTION MANAGEMENT AT-RISK (CMAR) Contract Template: Attachment 16 to Exhibit E – Insurance and Bond Requirements Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements ii Copyright © 2023 Water Collaborative Delivery Association. All rights reserved. WCDA NO. CMAR-110-2023 By using this WCDA template document, you agree to the terms outlined below: The Water Collaborative Delivery Association (WCDA) provides this template document for general educational purposes only. Because every project has unique characteristics and requirements, owners and other industry participants should obtain advice from an experienced CMAR professional on how the general principles and guidance contained in this publication apply to a particular project. This publication does not constitute and should not be considered to be legal advice. Parties seeking legal advice should consult with legal counsel familiar with their particular circumstances. You acknowledge that WCDA documents are protected by US and international copyright laws. Content used for any purpose must maintain unaltered copyright and other proprietary notices, including attribution to Water Collaborative Delivery Association as the source of the content. All copies you make of our content to distribute must carry the following notice: "Reproduced with permission. Copyright © 2023 Water Collaborative Delivery Association. All rights reserved.” This WCDA template document cannot be sold or otherwise monetized by owners or other entities. This template can be reproduced and modified, where indicated, for procurement and education purposes only. This document was developed by WCDA with the support and review of our members via a pro bono task force of dedicated subject matter experts, including Jessica Adams-Weber, PE (HDR), David Rieken, Jr., PE, DBIA, ENV SP (Sundt Construction), Catherine Lang, Esq. (HDR), Michael C. Loulakis, Esq., FDBIA (Capital Project Strategies, LLC), Peter W. Tunnicliffe, PE, DBIA, CIRM (CDM Smith), and Paul Franke, Esq. (Polsinelli). Water Collaborative Delivery Association PO Box 13333, 951 20th Street Denver, CO 80201 303-641-0550 info@WaterCollaborativeDelivery.org https://watercollaborativedelivery.org Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements iii CONTENTS ARTICLE 1 — General ................................................................................................... 1 ARTICLE 2 — CMAR’s Insurance................................................................................. 1 ARTICLE 3 — Property and Terrorism Insurance ...................................................... 3 ARTICLE 4 — Additional Required Coverages for CMAR ......................................... 4 ARTICLE 5 — Policy Requirements for Required CMAR Insurance ......................... 5 ARTICLE 6 — Bonds ..................................................................................................... 8 ARTICLE 7 — Owner’s Insurance ................................................................................ 8 ARTICLE 8 — Special Provisions ................................................................................ 9 Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements 1 ATTACHMENT 16 Insurance and Bond Requirements This Attachment 16—Insurance and Bond Requirements—is attached to that certain Phase II Construction Price Amendment dated _________________, 20_____ executed by __________________ (“Owner”) and _________________________ (“CMAR”) in connection with that certain Construction Agreement dated __________, 20___ (as amended, the “Agreement”) previously executed by and between the Owner and the CMAR for the Project identified in the Agreement. The Agreement is supplemented by, among other things, the Amendment and the General Conditions between the Owner and the CMAR dated the Effective Date and attached to the Agreement (the “General Conditions”). Capitalized terms used herein but not defined herein have the meanings given them in the Agreement, Amendment, General Conditions, and other Contract Documents. In the event of any conflict between this Attachment 16 and the Amendment, Agreement, or General Conditions, the provisions of this Attachment 16 shall govern and control. ARTICLE 1 — General CMAR Insurance is required during the Preconstruction Phase in accordance with Article 9.2 of Exhibit 2 – General Conditions to the Agreement. Dates, information, and values for bonds or insurance to be issued during Preconstruction Phase and carried through to Construction Phase shall be filled in below. Dates, information, and values for bonds or insurance to be issued during Construction Phase are left blank below and shall be executed along with Exhibit E – Phase II Construction Price Amendment. During the Construction Phase, the Owner and the CMAR shall purchase and maintain insurance, and provide bonds, in each case upon and subject to the terms and conditions of this Attachment 16. ARTICLE 2 — CMAR’s Insurance 2.1 Prior to the start of the Work covered by the Phase 1 Preconstruction Services, the CMAR shall procure and maintain in force through the completion of Phase II Construction Services, Workers’ Compensation Insurance, Employer’s Liability Insurance, Commercial Automobile Liability Insurance, and Commercial General Liability Insurance and Excess Liability (CGL/XS). The CGL/XS policies shall include coverage for liability arising from premises, operations, products- completed operations, personal injury, and advertising injury. The CMAR’s Employer’s Liability, Commercial Automobile Liability, Commercial General Liability, and Excess Liability Insurance policies, as required in this article, shall be written with at least the following limits of liability: Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements 2 2.1.1 Commercial General and Excess Liability Insurance with limits of liability as shown below. Such coverage shall provide an extended completed operations period of three (3) years from the date of Substantial Completion of the Project. a. $2,000.000.00 Each Occurrence b. $3,000.000.00 General Aggregate c. $2,000.000.00 Products/Completed Operations Aggregate d. $2,000.000.00 Personal and Advertising Injury Limit 2.1.2 Employer’s Liability a. $2,000.000.00 Bodily Injury by Accident Each Accident and General Aggregate b. $1,000.000.00 Bodily Injury by Disease Policy Limit c. $1,000.000.00 Bodily Injury by Disease Each Employee 2.1.3 Business Automobile Liability Insurance a. $1,000.000.00 Each Accident, $2,000.000.00 Combined Annual Aggregate Commercial General Liability, Employer’s Liability, and Commercial Automobile Liability coverages required under Subparagraphs 2.1.1, 2.1.2 and 2.1.3 may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by Excess or Umbrella Liability policies. 2.1.4 Workers’ Compensation Insurance in the required statutory minimum amounts. 2.1.5 If available in the marketplace in which the Project is located, the policies of insurance required under Paragraph 2.1 shall contain a provision that the coverages afforded under the policies will not be cancelled or allowed to expire until at least thirty (30) days’ prior written notice has been given to the Owner. Prior to commencement of the Work, the CMAR shall furnish the Owner with certificates evidencing the required coverages. 2.1.6 If an Owner’s controlled insurance program is required for the Project, the requirements for such program are more particularly described on Attachment 16.1 of the Phase II Construction Price Amendment. Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements 3 ARTICLE 3 — Property and Terrorism Insurance Builder’s Risk Insurance shall be obtained and maintained by the CMAR for the Project prior to Phase II Construction Services upon and subject to the terms and conditions of this article. This insurance shall be written as a Builder’s Risk Policy or equivalent form to cover all risks of direct physical loss or damage to property insured, in the amount of not less than the full replacement cost and shall insure at least against the perils of fire, lightning, explosion, windstorm, and hail, smoke, wildfire, aircraft (except aircraft, including helicopter, operated by or on behalf of named insured and vehicles), riot and civil commotion, theft, vandalism, malicious mischief, debris removal, flood, earthquake, earth movement as defined by the Builder’s Risk Policy, water damage, wind, testing if applicable, collapse, and damage resulting from defective design, workmanship, or material. The CMAR shall be solely responsible for any deductible amounts or coinsurance penalties. This policy shall name the OWNER, CMAR, and Subcontractors of all tiers as additional insureds. This policy shall provide for a waiver of subrogation in favor of the Owner and the CMAR, Subcontractors, and Sub-subcontractors. This insurance shall remain in effect from the first arrival of permanent materials on the Site until Substantial Completion and acceptance. The policy shall permit partial occupancy or use of the Work. Prior to commencement of the Work, the Party obligated to provide such Builder’s Risk Insurance shall provide a certificate of insurance evidencing such coverage to the other Party. Before the start of the Work, the CMAR shall obtain and maintain a Builder’s Risk Policy upon the entire Project including stored material and material in transit, for the full cost of replacement at the time of loss. This insurance shall also name the Owner, Subcontractors, and Sub-subcontractors as additional or named insureds. 3.1 The Owner shall notify the CMAR in writing if the CMAR is to obtain insurance to cover the risk of direct physical loss or damage resulting from terrorism. The Owner shall give written notice to the CMAR before the Work is commenced. To the extent terrorism insurance is commercially available, the CMAR shall then provide insurance to protect its interests and the interests of the Owner, Subcontractors, and Sub-subcontractors against such risk of loss. The CMAR is responsible for deductibles and the cost of this insurance shall be charged to the Owner. If the Owner does not notify the CMAR to provide terrorism insurance coverage, the Owner shall assume all responsibility for loss or damage resulting from terrorism. In such event, the CMAR shall not be required to repair or replace lost or damaged Work until a mutually acceptable Change Order has been executed and funds are available to pay for such loss or damage. 3.2 The Owner and the CMAR waive all rights against each other and their respective employees, CMAR’s Subcontractors, and Sub-subcontractors for damages caused by risks covered by the property insurance provided under this Article 3, except such rights as either Party may have for the failure of the Party to obtain and maintain property insurance in compliance with this Article 3. Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements 4 ARTICLE 4 — Additional Required Coverages for CMAR 4.1 Additional Liability Coverage ☐ Check if applicable. The CMAR shall provide an Owner’s and CMAR’s Protective Liability Insurance (“OCPP”) policy with limits equal to the limits on Commercial General Liability Insurance specified or limits as otherwise required by the Owner. See Attachment 16.1 to the Phase II Construction Price Amendment. 4.2 Professional Liability Insurance  Check if applicable. In any circumstances where, as part of the Work, the CMAR is required to perform either through its own forces or though the services of consultants retained by the CMAR, professional services of architects or engineers, the CMAR shall obtain professional liability insurance for claims arising from the negligent performance of the CMAR of such professional design or engineering services under this Agreement, with a company reasonably satisfactory to the Owner, including coverage for all professional liability, subject to policy terms, conditions, definitions, and exclusions, in each case caused by the CMAR or any of the CMAR’s consultants, and written for $2,000,000.00 per claim and in $5,000,000.00 the aggregate. The premiums and deductibles for such professional liability insurance shall be paid by the CMAR. A combined Professional and Pollution Liability Insurance policy may be used to satisfy this requirement. 4.3 Environmental or Pollution Liability Insurance ☐ Check if applicable. If the CMAR’s or any Subcontractor or Supplier of any tier’s Scope of Work requires asbestos or other toxic or hazardous material remediation, removal, abatement, storage, or disposal work, including, but not limited to, demolition work, the CMAR shall provide Contractor’s Pollution Liability Insurance for protection from claims and suits arising out of the performance of any work involving such materials or operations. Coverage shall be continuously maintained in effect during the performance of such operations and Work and for not less than three (3) years following Final Completion of the Work or the expiration of the application Statute of Repose, whichever is later, on an “occurrence form” basis, shall cover bodily injury or death, and property damage liability, defense costs, and cleanup costs. The limits of liability for this insurance shall be $[NUMBER] each occurrence and $[NUMBER] annual aggregate. Such policies shall include a definition of “property damage” that includes diminution in value of third-party properties; a statement that such insurance is primary and non- contributory, including, but not limited to, as to any surety contracts or bonds; a statement that the insured’s rights will not be prejudiced if a failure to give notice due to the insured’s belief that the occurrence was not covered; coverage for products brought onto the Project Site where Work or services are being Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements 5 performed; a definition of stop loss or cleanup cost cap that includes monitoring activities; a definition of cleanup costs that includes any costs associated with natural resources damages; and a statement that exclusions for modification of remedial action plans shall not include changes required by regulatory agencies. ARTICLE 5 — Policy Requirements for Required CMAR Insurance 5.1 Except for the Workers’ Compensation and Professional Errors and Omissions Liability Insurance required to be maintained by the CMAR in accordance with this Attachment 16, each of the insurance coverages required to be maintained by the CMAR in accordance with this Attachment 16 shall be endorsed to provide that it shall not be terminated, be permitted to expire, or be subject to nonrenewal except on thirty (30) days’ prior written notice to the Owner (ten [10] days’ prior written notice for nonpayment of premiums). All of the insurance required to be maintained by the CMAR in accordance with this Attachment 16 shall be maintained with insurers, and on forms reasonably acceptable to the Owner and the Owner’s lender, if any, and, for all policies, except for Employer’s Liability Insurance, Workers’ Compensation, and any Professional Liability Insurance policies required under this Attachment 16, shall continuously name the Owner, the Owner’s affiliated companies, officers, directors, parents, partners, members, subsidiaries, and employees, and other Parties as may be designated by the Owner in writing at any time, prior to any potential loss, and as may be changed from time to time (collectively, with the Owner, the “Owner Parties”) as additional insureds on a primary and noncontributing basis, with coverage provided to such additional insureds at least as broad as provided to the named insured and as provided by unmodified ISO endorsement form number CG 20 10 04 13. All insurance policies and certificates must reference the specific property address (including suite number, if applicable). 5.2 All insurance policies required to be maintained by the CMAR shall be issued by companies licensed in the jurisdiction in which the Project is located and who maintain a current Policyholder Alphabetic Category Rating of not less than “A-” and Financial Size Category Rating of not less than “VII” according to the latest edition of Best’s Key Rating Guide. Prior to the CMAR commencing the Work, the CMAR shall furnish the Owner with Certificates of Insurance, on forms reasonably acceptable to the Owner, evidencing that the required insurance policies are in full force and effect and that the same provide the required coverages and amounts of insurance listed in this Attachment 16 and confirming that the additional insured coverage, the primary and noncontributing endorsement and the waiver of subrogation endorsement are each in effect and have been provided to the Owner Parties. The CMAR’s current Certificates of Insurance are attached to the Phase II Construction Price Amendment as Attachment 22. At the Owner’s request, the CMAR shall provide the Owner with copies of each insurance policy. Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements 6 5.3 All Commercial General Liability insurance carried by or available to any Owner Parties, which may be applicable, shall be deemed to be excess insurance and the CMAR’s Commercial General Liability insurance shall contain a provision that it is deemed primary and noncontributing with any Commercial General Liability insurance carried by or available to the Owner Parties. Each required insurance policy where the Owner is an additional insured shall provide for full Separation of Insureds such that the insurance applies separately to each insured against whom a claim or suit is asserted and the policies, except for Professional Liability, shall not contain any limitation or exclusion for claims or suits by one insured against another. 5.4 The Commercial General Liability and Commercial Auto Insurance may be provided on a combination of primary and umbrella/follow form excess insurance policies. Any such umbrella/follow form excess insurance policies shall provide that the coverage “follows form” to the underlying insurance and that such policy provides substantially equivalent or broader coverage than that provided by such underlying insurance, including the coverage for all required additional insureds; provided, however, that any material changes shall be subject to the Owner’s approval. 5.5 The CMAR shall report immediately to the Owner and confirm in writing any known injury, loss, or damage incurred or caused by the CMAR or any Subcontractors or Suppliers of any tier, or its receipt or notice of any claim by a third party, or any occurrence that might give rise to such claim. The CMAR shall, upon completion of the Work, submit to the Owner a recap of all such injuries, losses, damage, notices of third-party claims, and occurrences that might give rise to such claims. 5.6 To the fullest extent permitted by law, the CMAR hereby waives all rights of recovery against Owner Parties on account of loss or damage occasioned to the CMAR or Others under the CMAR’s control or for whom it is responsible to the extent such loss or damage is insured against under any of the CMAR’s insurance policies which may be in force at the time of the loss or damage or would have been so insured against if the CMAR had complied with its obligations under this Attachment 16. In addition, all of the insurance policies and coverages required to be obtained, pursuant to the provisions of this Attachment 16, by the CMAR shall provide for or be endorsed to provide a waiver of rights of recovery (including, but not limited to, subrogation) against the Owner Parties. 5.7 If the CMAR fails to comply with any of the provisions of this Attachment 16, the CMAR, at its own cost, shall, to the fullest extent permitted by law, defend, indemnify, protect, and hold harmless the Owner Parties from and against any and all Claims (including, but not limited to, Claims arising or resulting from the death or injury to any person or damage to any property) to the extent that the Owner would have been protected by any and all insurance arrangements made by the CMAR, or any third party, had the CMAR complied with all of the provisions of Article 8 of this Attachment 16. Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements 7 5.8 In the case of policies expiring while Work is in progress, a renewal certificate with all applicable endorsements must be received at the business office of the Owner prior to the expiration of the existing policy or policies. The failure of the CMAR or any Subcontractor or Supplier of any tier to start Work, continue Work, or the releasing of any progress payment prior to or without, in each case, first complying with any of the requirements of this Attachment 16, shall not constitute a waiver of, or estoppel to assert, any such requirements. If at any time the CMAR’s insurance fails to meet the requirements stated herein, all payments may be held until the noncompliance has been corrected to the Owner’s satisfaction. 5.9 None of the requirements contained in this Attachment 16 as to types, limits, and acceptability of insurance coverage to be maintained by the CMAR and Subcontractors and Suppliers of any tier are intended to, and shall not in any manner limit or qualify the liabilities and obligations assumed by the CMAR or any Subcontractor or Supplier of any tier under the Agreement or other Contract Document, or at law, including, without limitation, such Parties’ indemnification obligations and liability in excess of the limits of the coverages required herein. Neither receipt of certificates, endorsements, or policies showing less or different coverage than required, nor any other forbearance or omission by the Owner, shall be deemed a waiver of, or estoppel to assert, any right or obligation regarding the insurance requirements herein. The CMAR and Subcontractors and Suppliers of any tier shall be solely responsible to pay any amount that lies within the deductible(s) or self-insured retention(s) of such Parties’ policies, regardless of the amount of the deductible(s) or self-insured retention(s) and regardless of the cause of the loss or damage. 5.10 None of the insurance requirements contained herein or elsewhere in the Contract Documents shall relieve the CMAR or any Subcontractor or Supplier of any tier of their respective obligations to exercise due care in the performance of their duties in connection with the Work or to complete the Work in strict compliance with the Contract Documents. 5.11 The CMAR shall immediately notify the Owner in writing upon receipt by the CMAR, or its insurance broker or agent, of any notice of cancellation, nonrenewal, or rescission of any policy required to be maintained by the CMAR pursuant to this paragraph. All insurance policies and certificates must reference the specific property address (including suite number if applicable) and must include the Owner Parties as additional insureds on a form acceptable to the Owner, except the Workers’ Compensation policy, Employer’s Liability policy and any Professional Liability Insurance policies required by the Agreement. Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements 8 ARTICLE 6 — Bonds 6.1 Payment, Performance, and Maintenance Bonds (check only one)  are ☐ are not required of the CMAR during Phase II, Construction Services. CMAR shall furnish Performance, Payment, and Maintenance Bonds, each in an amount equal to one hundred percent (100%) of the Phase II Construction Price for a duration of two (2) years as security for the faithful performance, payment, maintenance obligations of all CMAR’s Work under the Contract Documents. 6.2 All bonds required hereunder shall name the Owner as the obligee and its lender(s), if any, as dual obligees (using mutually agreeable dual obligee form). Bonds required hereunder shall be written by surety companies with an Alphabetic Category Rating of not less than “A-” and Financial Size Category Rating of not less than “VII” according to the latest edition of Best’s Key Rating Guide. Any bonds required pursuant to this Article 6 shall be issued by a surety admitted in the state in which the Project is located and must be reasonably acceptable to the Owner. The penal sum of the bonds shall be 100% of the Phase II Construction Price. Any increase in the Phase II Construction Price that exceeds 10% in the aggregate shall require a rider to the bonds increasing penal sums accordingly. Up to such 1% amount, the penal sum of the bond shall remain equal to 100% of the original Phase II Construction Price. The CMAR shall endeavor to keep its surety advised of changes potentially impacting the Phase II Construction Price and Contract Time. The CMAR’s payment bond for the Project, if any, shall be made available by the Owner for review and copying. The Owner’s acceptance shall not be unreasonably withheld. If payment and performance bonds are required, such bonds shall be in substantially the forms of Attachment 17 and 17.1 to the Phase II Construction Price Amendment, respectively. ARTICLE 7 — Owner’s Insurance 7.1 Business Income Insurance The Owner may procure and maintain insurance against loss of use of the Owner’s property caused by fire or other casualty loss. The Owner waives all rights of action against the CMAR, its Subcontractors, and Sub-subcontractors for loss of use of the Owner’s property, including consequential damages and losses, such as, but not limited to, loss of use, lost profits, and loss of income and revenue and other special damages due to fire or other hazards however caused. 7.2 Owner’s Liability Insurance The Owner shall either self-insure or obtain and maintain its own Liability Insurance for protection against claims arising out of the performance of this Agreement, Copyright © 2023 Water Collaborative Delivery Association | Attachment 16 to Exhibit E – Insurance and Bond Requirements 9 including, without limitation, loss of use and claims, losses, and expenses arising out of the Owner’s errors or omissions. ARTICLE 8 — Special Provisions Describe:_____________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ _____________________. (Remainder of page left intentionally blank.)