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HomeMy WebLinkAboutCouncil Agenda Regular Meeting 102825 AmendedAGENDA CITY COUNCIL REGULAR MEETING October 28, 2025 5:00 PM, City Council Chambers 427 Rio Grande Place, Aspen I.Call to Order II.Roll Call III.Scheduled Public Appearances IV.Citizens Comments & Petitions V.Special Orders of the Day VI.Consent Calendar ZOOM Join from PC, Mac, iPad, or Android: https://us06web.zoom.us/j/85008304701?pwd=boFFIXDXXtcRizbH3scQhHi0M74UuP.1 Passcode:81611 Join via audio: +1 719 359 4580 US Webinar ID: 850 0830 4701 Passcode: 81611 International numbers available: https://us06web.zoom.us/u/ksKogUbN2 (Time for any citizen to address Council on issues NOT scheduled for a public hearing. Please limit your comments to 3 minutes) a) Councilmembers' and Mayor's Comments b) Agenda Amendments c) City Manager's Comments d) Board Reports (These matters may be adopted together by a single motion) 1 1 VIA.Resolution #142 & 146, Series of 2025 - CMGC contract + Design Services contract - ARC Renovations VII.Notice of Call-Up VIIA.Notice of Call-Up for 504 W. Hallam St. - HPC Resolution #10, Series of 2025 VIIB.Notice of Call-Up for 406 W. Smuggler St. - HPC Resolution #11 of Series 2025 VIII.First Reading of Ordinances IX.Public Hearings X.Action Items XA.Resolution #145, Series of 2025 - Demolition Allotment, 325 Park Avenue XB.Resolution #148, Series of 2025 - Support of Aspen Ballot Measure 2B XI.Executive Session 2025-10-28_Council_Memo_resos_2025-146 and 2025-142.docx resolution.council.142-25.doc resolution.council.146-25.doc Exhibit A-1 2025-301-B132-2019-City_of_Aspen_Rec_Ctr- _Rosenfeld_Design_Contract-Project_2025-301.pdf Exhibit A-1 2025-301-Design Services Agreement-ARC-Rosenfeld Design- Exhibits.pdf Exhibit A 2025-300_PNCI Construction Contractor signed Agreement.pdf Exhibit A 2025-300_Owner-Contractor Agreement-ARC-PNCI Construction- Exhibits.pdf 504 W Hallam Staff Memo for Call Up Exhibit A. Staff Memo, HPC Meeting on September 10, 2025.pdf Exhibit B. Minutes of HPC Meeting on September 10, 2025.pdf Exhibit C. Application, dated August 2025.pdf Exhibit D. HPC Resolution #10, Series of 2025.pdf 406 W Smuggler Staff Memo for Call Up Exhibit A. Staff Memo, HPC Meeting on October 8, 2025.pdf Exhibit B. Application.pdf Exhibit C. Updated Documents from HPC Continuation Hearing.pdf Exhibit D. HPC Resolution #11, Series of 2025.pdf Staff Memo_Resolution #145, Series of 2025_325 Park Avenue Demolition Allotment.pdf Resolution #145, Series of 2025_325 Park Ave_Demo.pdf Exhibit A_Application.pdf Memo_ Re Resolution 148 - ballot question 2B.docx resolution #148 (Series of 2025) - Support ballot measure 2B (Final).docx Pursuant to C.R.S. Section 24-6-402(4)(a) The purchase, acquisition, lease, transfer, or sale of any real, personal, or other property interest; (4)(b) Conferences with an attorney for the local public body for purposes of receiving legal advice on specific 2 2 XII.Adjournment legal questions; (4)(e), Determining positions relative to matters that may be subject to negotiations; developing strategy for negotiations, and instructing negotiators. The specific items of discussion involve the following: 1. Lease negotiations with Yogi’s LLC regarding 455 Rio Grande Place 2. Eisenstat’s claim for flood damage at property located at 125 Park Ave. 3. Contract with A.D. Miller Services, Inc. for Construction Services involving the Powerhouse building 3 3 MEMORANDUM TO: Mayor and City Council FROM: Scott Chism, Business Services Director THROUGH: Austin Weiss, Parks and Recreation Director MEMO DATE: October 16, 2025 MEETING DATE: October 28, 2025 RE: Resolution #146 Series 2025: Contract for Construction Manager/General Contractor for Aspen Recreation Center Facility Improvements Resolution #142 Series of 2025: Professional Design Services Agreement for Aspen Recreation Center Facility Improvements _____________________________________________________________________ REQUEST OF COUNCIL: The Business Services Division is seeking Council approval of a contract agreement between the City of Aspen and PNCI Construction for pre- construction services associated with planned 2026 Aspen Recreation Center improvements. Staff is also seeking Council approval of a professional design services agreement between the City of Aspen and Rosenfeld Design for planned 2026 facility improvements at the Aspen Recreation Center. The goal of this comprehensive project effort is to renovate facility infrastructure to prepare the Aspen Recreation Center for the next 20+ years, in order to work towards Council’s goal of Resource and Infrastructure Resilience. This proposed work aligns with the guiding principle of improving core service delivery at one of the City’s facilities. SUMMARY AND BACKGROUND: The Aspen Recreation Center was opened to the public in April 2003. The facility contains a great number of systems and infrastructure components that require consistent capital maintenance and in some cases replacement due to the age and use levels of the f acility. In 2026, significant capital projects have been planned and presented in the 2026 Capital Plan for the Aspen Recreation Center to address specific facility repair and restoration needs. In order for the planned 2026 renovation work to be completed in a schedule that minimizes impacts to the operation of the facility as much as possible, the services of a Construction Manager/General Contractor (CM/GC), capable of preparing a guaranteed 4 maximum price (GMP), has been sought in 2025. Parallel to engaging a CM/GC, professional design services have also been sought in 2025 to form an effective team capable of comprehensively addressing repairs and renovation for the following 2026 capital projects:  40018 Pool ARC Ozone & Chlorine System Controls ($85,000 proposed budget)  50397 ARC Boiler Vessel Replacement ($450,000 proposed budget)  51337 Replaster Lap Pool ($700,000 proposed b udget)  51700 ARC Pool Drains Remove & Replace ($600,000 proposed budget) The intent of the CM/GC type of contract is to involve a general contractor directly with the design team during the design phase of the project. The first phase of this CM/GC contract includes pre-construction services. Construction services are not included and will follow with completion and approval of a guaranteed maximum price (GMP). A guaranteed maximum price (GMP) will be negotiated and prepared by the CM/GC and then will be presented to City Council as a consent agenda item in early 2026. This type of contract is advantageous for the City because it provides timely contractor feedback on the design, and integrates the project schedule and material procurement. Professional design services including architectural, geotechnical, aquatics engineering, and structural engineering are necessary to create the drawing and specification information necessary for permitting and construction of the ARC renovation projects. DISCUSSION: The scope of the project work that both the professional design team and CM/GC team will be working on include: 1. Removal and replacement of the existing pool plaster at the training/lap pool. 2. Removal and replacement of existing overflow gutters and pool perimeter drains at the training/lap pool. The existing overflow gutter and pool perimeter drains are inconsistently sized and supported. Work includes the replacement of the deck materials surrounding the pool drain trough. 3. Removal and replacement of existing deck drains and colored, stamped concrete pool decks within the James E. Moore Pool Natatorium. Existing deck drain pipe infrastructure has been compromised due to differential settling of subsurface conditions below the concrete pool decks. Currently the pipes partially drain into the subgrade and mechanical room spaces below the natatorium. 4. Removal and replacement of the facility’s glass-lined hot water storage tanks and water softener equipment. Removal of hot water boilers/storage tanks/heat exchangers/RO water system and water softeners. Removal and replacement of boiler room concrete floor and floor drain infrastructure . Existing drain pipe 5 infrastructure has been compromised in this area as well due to differential settling of subsurface conditions below the existing boiler room. 5. Removal and replacement of large sections of failing cast iron sewer pipes throughout the facility. There are a variety of benefits to a CM/GC contract. First, the potential cost savings in construction and the ability to secure materials and labor in an efficient manner are primary considerations. Additionally, the construction team involvement during the design phase will provide valuable synergies with feedback on material costs, constructability, and phasing development. This type of involvement can reduce change orders, requests for information and overall delays in project execution. This early involvement of the general contractor allows the City to be involved in the selection of sub -contractors, material procurement and project phasing/scheduling. The development of the guaranteed maximum price (GMP) is an ‘open book process’ ensuring that the City understands all costs being proposed by the contractor. BASIS FOR VENDOR SELECTION: The general contractor, PNCI Construction, was selected following a request for proposals (RFP) solicitation that occurred in August - September 2025. Five (5) proposals were received for the pre-construction services, including preparation of a guaranteed maximum price for the necessary facility improvements. PNCI Construction was selected due to their comprehensive experience with working on facilities that must remain functional during construction, like hospitals and fire stations. This experience was highly valued by the selection team as it will be important to complete the Aspen Recreation Center pool area and boiler room work in a manner that minimizes impacts to the 2026 operations at the facility. The cost proposal from PNCI Construction was competitive compared to other proposals and offers value to the City for this project. The professional design team led by Rosenfeld Design, was selected following a request for proposals (RFP) solicitation that occurred in August -September 2025, concurrent to the CM/GC solicitation process. Two (2) proposals were received for professional design services. Rosenfeld Design was selected as the most responsive and responsible proposal. The Rosenfeld Design team is comprised of professional architects and engineers experienced with working in Aspen and with Aspen’s building permitting processes. 6 FINANCIAL IMPACTS: A collective implementation budget of $1,835,000 has been proposed in the 2026 Business Services Capital Projects plan, divided between four (4) related projects. Pre-construction CM/GC services and professional design services are necessary to occur in 2025 in order to create a guaranteed maximum price (GMP) for Council review and approval in early 2026. This will enable the comprehensive project work to be adequately phased to reduce facility operational impacts/partial closures as much as possible. An operational analysis of times of lowest visitation to the Aspen Recreation Center, over the last three (3) years has identified the parameters of the 2026 implementation. The result of that analysis completed by Business Services staff has informed a proposed construction scheduling goal of impacting the James E. Moore Pool Natatorium from early April through mid-June 2026 as well as September 2026. The busier summer period of mid-June through late August and the high visitation period of November -December has been identified to the project team as “no-construction” periods. By approving Resolution 146 Series of 2025, Council will approve the pre-construction services agreement with PNCI Construction, (totaling $28,500) and also a supplemental 2025 budget appropriation of $28,500 to be added to Project 51700, ARC Pool Drains Remove & Replace. By approving Resolution 142 Series of 2025, Council will approve the professional design services agreement with Rosenfeld Design (totaling $171 ,205) and also a supplemental 2025 budget appropriation of $171,205 to be added to Project 51700, ARC Pool Drains Remove and Replace. ENVIRONMENTAL IMPACTS: Implementation of the proposed facility renovation work will avoid long-term negative impacts to the facility, which could include compromised water quality from failed hot water storage tanks, and further degradation and settling of building floor sub surface conditions at the pool natatorium and boiler room. Renovation of the lap pool plaster surface will also provide an improved condition that will reduce the use of consumable supplies necessary to maintain the pool plaster. ALTERNATIVES: Council could request staff wait until 2026 to contract with a CM/GC for pre-construction services and project design services, however, this will significantly impact the project timeline and may result in prolonged closures at the ARC at less than ideal/more impactful times. 7 RECOMMENDATIONS: Staff recommend approval of the contract with PNCI Construction for Construction Manager/General Contractor (CM/GC) services. Staff also recommend approval of the contract with Rose nfeld Design for professional design services. CITY MANAGER COMMENTS: 8 RESOLUTION #142 (Series of 2025) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND ROSENFELD DESIGN AND 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 design services, between the City of Aspen and Rosenfeld Design, a true and accurate copy of which is attached hereto as Exhibit “ A-1 ”; 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 Aspen Recreation Center renovation professional design services between the City of Aspen and Rosenfeld Design, 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. RESOLVED, APPROVED, AND ADOPTED FINALLY by the City Council of the City of Aspen on the 28th day of October 2025. Rachael Richards, 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, October 28, 2025. Nicole Henning, City Clerk 9 RESOLUTION #146 (Series of 2025) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND PNCI CONSTRUCTION, INC., AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for construction services between the City of Aspen and PCNI Construction Inc., a true and accurate copy of which is attached hereto as Exhibit “ A ”; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for Aspen Recreation Center renovation work between the City of Aspen and PNCI Construction, Inc., a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. RESOLVED, APPROVED, AND ADOPTED FINALLY by the City Council of the City of Aspen on the 28th day of October 2025. Rachael Richards, 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, October 28, 2025. Nicole Henning, City Clerk 10 Document B132™ – 2019 Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition; and C132™–2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser. AIA Document A232™–2019 is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AGREEMENT made as of the 20th day of October in the year 2025 (In words, indicate day, month, and year.) BETWEEN the Architect’s client identified as the Owner: (Name, legal status, address, and other information) City of Aspen 427 Rio Grande Place Aspen, CO 81611 and the Architect: (Name, legal status, address, and other information) Rosenfeld Design 81 Crescent Place Glenwood Springs, CO 81601 for the following Project: (Name, location, and detailed description) City of Aspen- Aspen Recreation Center Facility Improvements Project #2025-301 0861 Maroon Creek Road Aspen, CO 81611 The Owner’s Representative also noted as Construction Manager as Adviser (Name, legal status, and address) Phil Vaughan Construction Management, Inc. 1038 County Road 323 Rifle, CO 81650 The Contractor also known as Construction Manager/General Contractor: (Name, legal status, address, and other information) PNCI Construction Inc. 553 25 ½ Road Grand Junction, CO 81505 The Owner and Architect agree as follows. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 111180 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 2 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT’S RESPONSIBILITIES 3 SCOPE OF ARCHITECT’S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER’S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable," or "unknown at time of execution".) § 1.1.1 The Owner’s program for the Project: (Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in which the program will be developed.) See Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3 § 1.1.2 The Project’s physical characteristics: (Identify or describe pertinent information about the Project’s physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site; etc.) See Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3 § 1.1.3 The Owner’s budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a line item breakdown.) § 1.1.4 The Owner’s anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 121181 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 3 .2 Construction commencement date: .3 Substantial Completion date or dates: .4 Other milestone dates: See Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3 § 1.1.5 The Owner intends the following procurement method for the Project: (Identify method such as competitive bid or negotiated contract.) Construction Manager/General Contractor Request for Proposals- Project 2025-300 have been reviewed and will be contracted at the same time as the Architect’s contract. § 1.1.6 The Owner’s requirements for accelerated or fast-track design and construction, multiple bid packages, or phased construction are set forth below: (Identify any requirements for fast-track scheduling or phased construction and, if applicable, list number and type of bid/procurement packages.) (Paragraphs deleted) § 1.1.8 The Owner identifies the following representative in accordance with Section 5.4: (List name, address, and other contact information.) Scott Chism Director of Business Services City of Aspen 427 Rio Grande Place Aspen, CO 81611 Email: scott.chism@aspen.gov Phone: (970) 429-2021 § 1.1.9 The persons or entities, in addition to the Owner’s representative, who are required to review the Architect’s submittals to the Owner are as follows: (List name, address, and other contact information.) Owner’s Representative- Phil Vaughan Construction Management, Inc. Philip Vaughan. 1038 County Road 323 Rifle, CO 81650. Ph. 970-625-5330. Cell : 970-379-0428. Email : phil@pvcmi.com § 1.1.10 The Owner shall retain the following consultants and Contractors: (List name, legal status, address, and other contact information.) .1 Construction Manager: Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 131182 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 4 (The Construction Manager is identified on the cover page. If a Construction Manager has not been retained as of the date of this Agreement, state the anticipated date of retention. If the Architect is to assist the Owner in selecting the Construction Manager, complete Section 4.1.1.1.) .2 Land Surveyor: .3 Geotechnical Engineer: .4 Civil Engineer: .5 Other consultants and Contractors: (List any other consultants and Contractors retained by the Owner.) Electrical Engineer § 1.1.11 The Architect identifies the following representative in accordance with Section 2.4: (List name, address, and other contact information.) David Rosenfeld, RA, LEED AP Owner + Architect 81 Crescent Place Glenwood Springs, CO 81601 719-439-3335 david@rosenfeld-design.com § 1.1.12 The Architect shall retain the consultants identified in Sections 1.1.12.1 and 1.1.12.2: (List name, legal status, address, and other contact information.) § 1.1.12.1 Consultants retained under Basic Services: .1 Mechanical Engineer/Plumbing Engineer/Structural Engineer: IMEG 7600 E. Orchard Rd., Suite 250-S Greenwood Village, CO 80111 303-796-6000 Kenneth.a.urbanek@imegcorp.com Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 141183 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 5 .2 Aquatics Engineer: Counselman Hunsaker 12265 Bayaud Ave. Suite 110 Lakewood, CO 80228 303-323-8529 colehenry@chh2o.com .3 Geotechnical Engineer: CTL Thompson, Inc. 234 Center Drive Glenwood Springs, CO 81601 970-945-2809 rbarbone@ctlthompson.com .4 Land Surveyor: True North Colorado 386 Main Street Unit 3 PO Box 614 New Castle, CO 81647 970-984-0474 rodney@truenorthcolorado.com § 1.1.12.2 Consultants retained under Supplemental Services: § 1.1.13 Other Initial Information on which the Agreement is based: § 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the Architect’s services, schedule for the Architect’s services, and the Architect’s compensation. The Owner shall adjust the Owner’s budget for the Cost of the Work and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 The parties shall agree upon written protocols governing the transmission and use of, and reliance on, Instruments of Service or any other information or documentation in digital form. § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols governing the use of, and reliance on, the information contained in the model shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. § 1.4 The term "Contractors" refers to persons or entities who perform Work under contracts with the Owner that are administered by the Architect and Construction Manager. The term "Contractors" is used to refer to such persons or entities, whether singular or plural. The term does not include the Owner’s own forces, or Separate Contractors, which are persons or entities who perform construction under separate contracts with the Owner not administered by the Architect and Construction Manager. ARTICLE 2 ARCHITECT’S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 151184 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 6 § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall provide its services in conjunction with the services of a Construction Manager as described in AIA Document C132™–2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser. The Architect shall not be responsible for actions taken by the Construction Manager. § 2.4 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.5 Except with the Owner’s knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect’s professional judgment with respect to this Project. § 2.6 The Architect shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 11.9. § 2.6.1 Commercial General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision. § 2.6.2 Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and TWO MILLION DOLLARS ($2,000,000.00) aggregate with respect to each Professional’s owned, hired and non-owned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a severability of interests provision. If the Professional has no owned automobiles, the requirements of this Section shall be met by each employee of the Professional providing services to the City under this contract. § 2.6.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.6.1 and 2.6.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.6.4 Worker’s Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers’ Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each employee. Evidence of qualified self-insured status may be substituted for the Worker’s Compensation requirements of this paragraph. § 2.6.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than ONE MILLION DOLLARS ($ 1,000,000.00 ) per claim and TWO MILLION DOLLARS ($ 2,000,000 ) in the aggregate. (Paragraph deleted) § 2.6.7 Additional Insured Obligations. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 161185 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 7 2.6.7.1- The policy or policies required above shall be endorsed to include the City and the City’s officers and employees as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the City, its officers or employees, or carried by or provided through any insurance pool of the City, shall be excess and not contributory insurance to that provided by Professional. No additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Professional shall be solely responsible for any deductible losses under any policy required above. 2.6.7.2- The certificate of insurance provided to the City shall be completed by the Professional’s insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify this contract and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. 2.6.7.3- Failure on the part of the Professional to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Professional to City upon demand, or City may offset the cost of the premiums against monies due to Professional from City. 2.6.7.4- City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. 2.6.7.5- The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees. 2.6.7.6- City’s Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk Management Department and are available to Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA. § 2.6.8 The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 2.6. ARTICLE 3 SCOPE OF ARCHITECT’S BASIC SERVICES § 3.1 The Architect’s Basic Services consist of those described in this Article 3 and include usual and customary structural andmechanical, engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3.1.1 The Architect shall manage the Architect’s services, research applicable design criteria, attend Project meetings, communicate with members of the Project team, and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner, the Construction Manager, and the Owner’s other consultants. The Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services and information furnished by the Owner, the Construction Manager, and the Owner’s other consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency, in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit, for the Construction Manager’s review and the Owner’s approval, a schedule for the performance of the Architect’s services. The schedule shall include design phase milestone dates, as well as the anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. This schedule shall include allowances Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 171186 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 8 for periods of time required for the Owner’s review, for the Construction Manager’s review, for the performance of the Owner’s consultants, and for approval of submissions by authorities having jurisdiction over the Project provided, however, that Owner acknowledges and agrees that Architect has no control over the authorities having jurisdiction over the Project and shall not be responsible for delays caused by such authorities.. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner’s approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. § 3.1.4 The Architect shall submit information to the Construction Manager and participate in developing and revising the Project schedule as it relates to the Architect’s services. The Architect shall review and approve, or take other appropriate action upon, the portion of the Project schedule relating to the performance of the Architect’s services. § 3.1.5 The Architect shall not be responsible for an Owner’s or Construction Manager’s directive or substitution, or for the Owner’s acceptance of non-conforming Work, made or given without the Architect’s written approval. § 3.1.6 The Architect shall, in coordination with the Construction Manager, contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project. The Architect shall respond to applicable design requirements imposed by those authorities and entities. § 3.1.7 The Architect shall assist the Owner and Construction Manager in connection with the Owner’s responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 Existing Building Drawings and Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner and Construction Manager, and shall review laws, codes, and regulations applicable to the Architect’s services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner’s program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement and delivery method, and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.2.3 Based on information from the kick off meeting, the Design Team will prepare: A. Existing building drawings to include as-built drawings of interior spaces that will require renovation (collectively, "Base Drawings"). Interior spaces will only include the facility Boiler Room and Moore Pool Natatorium. Measure and evaluate the existing spaces to confirm horizontal dimensions, vertical dimension, existing floor elevations, structural elements, electrical, plumbing and mechanical systems. Notwithstanding any provision of this § 3.2.3A to the contrary, Architect’s responsibility with respect to the preparation of such Base Drawings shall be limited to depiction of patent conditions visible to Architect and incorporation of such as-built plans and documentation as provided by Owner; with respect to the Base Drawings, Architect shall not be required to make any investigation of latent conditions, structures, systems or materials, nor shall Architect be responsible to verify any information provided by or on behalf of Owner with respect to any latent conditions, structures, systems or materials. These Auto Cad backgrounds will be utilized by the full Project Team. B. Schematic Design to include plans and elevations for interior infrastructure that will require renovation. Drawings shall include: i. Code analysis to include City of Aspen currently adopted codes. Please see link below: https://aspen.gov/197/Energy-Building-Codes ii. Floor plans iii. Elevations iv. Details/Cross Sections v. Geotechnical recommendations vi. Mechanical drawings vii. Structural drawings viii. Electrical drawings (coordinate with Electrical Engineer) ix. Draft specifications in 3 part format. This document should be separate from the design drawings and presented in Microsoft Word format. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 181187 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 9 Note: Mechanical and Electrical specifications may be included on the drawing sheets. (Paragraphs deleted) § 3.3 Design Development Phase Services § 3.3.1 Not applicable (Paragraphs deleted) § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner’s approval of the Schematic Design Documents, and on the Owner’s authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Construction Manager’s review and the Owner’s approval. The Construction Documents shall illustrate and describe the further development of the approved Schematic Design Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that, in order to perform the Work, the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, are services excluded from this Agreement. § 3.4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. (Paragraph deleted) § 3.4.4 Prior to the conclusion of the Construction Documents Phase, the Architect shall submit the Construction Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to review the Construction Documents. § 3.4.5 Upon receipt of the Construction Manager’s information and an estimate at the conclusion of the Construction Documents Phase, the Architect shall request the Owner’s approval of the Construction Documents. Permit Drawings and Construction Documentation Based on feedback from the schematic design development phase, the consultant shall prepare and submit permit drawings and construction documentation. All documents to be sealed by Colorado licensed Architect and Colorado licensed Engineers. i. Code analysis to include City of Aspen currently adopted codes. Please see link below: https://aspen.gov/197/Energy-Building-Codes ii. Floor plans iii. Elevations iv. Details/Cross Sections v. Geotechnical recommendations vi. Mechanical drawings vii. Structural drawings viii. Electrical drawings ix. Specifications in 3 part format. This document should be separate from the design drawings and presented in Microsoft Word format. Note: Mechanical and Electrical specifications may be included on the drawing sheets. x. Reply to City of Aspen Community Development questions during the permit review process. § 3.5 Procurement Phase Services § 3.5.1 Not applicable § 3.5.2 Competitive Bidding § 3.5.2.1 Not applicable (Paragraphs deleted) § 3.5.3 Negotiated Proposals § 3.5.3.1 Not applicable Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 191188 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 10 (Paragraphs deleted) § 3.6 Construction Phase Services- (Not included in this contract. Construction Phase Services will be negotiated and a change order will be issued) (Paragraphs deleted) ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Supplemental Services only if specifically designated in the table below as the Architect’s responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Architect’s Supplemental Services and the Owner’s Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) Supplemental Services Responsibility (Architect, Owner or Not Provided) § 4.1.1.1 Assistance with selection of Construction Manager § 4.1.1.2 Programming § 4.1.1.3 Multiple preliminary designs § 4.1.1.4 Measured drawings § 4.1.1.5 Existing facilities surveys § 4.1.1.6 Site evaluation and planning § 4.1.1.7 Building Information Model management responsibilities § 4.1.1.8 Development of Building Information Models for post construction use § 4.1.1.9 Civil engineering § 4.1.1.10 Landscape design § 4.1.1.11 Architectural interior design § 4.1.1.12 Value analysis § 4.1.1.13 Cost estimating § 4.1.1.14 On-site project representation § 4.1.1.15 Conformed documents for construction Architect § 4.1.1.16 As-designed record drawings § 4.1.1.17 As-constructed record drawings § 4.1.1.18 Post-occupancy evaluation § 4.1.1.19 Facility support services § 4.1.1.20 Tenant-related services § 4.1.1.21 Architect’s coordination of the Owner’s consultants Architect § 4.1.1.22 Telecommunications/data design § 4.1.1.23 Security evaluation and planning § 4.1.1.24 Commissioning § 4.1.1.25 Sustainable Project Services pursuant to Section 4.1.3 § 4.1.1.26 Historic preservation § 4.1.1.27 Furniture, furnishings, and equipment design § 4.1.1.28 Other services provided by specialty Consultants § 4.1.1.29 Other Supplemental Services Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 201189 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 11 § 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect’s responsibility is provided below. (Describe in detail the Architect’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit. The AIA publishes a number of Standard Form of Architect’s Services documents that can be included as an exhibit to describe the Architect’s Supplemental Services.) Additional Service designated in Section 4.1 as the Architect’s responsibility, is considered Basic Services. 4.1.1.15 Conformed Construction Documents- Issue for Construction Set of drawings and specifications after review and approval by the respective Building Department. 4.1.1.21 Coordination of Owner’s Consultants. This will include coordination with the Owner-contracted Electrical Engineer. § 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner’s responsibility is provided below. (Describe in detail the Owner’s Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit.) § 4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as a Supplemental Service, the Sustainability Services required in AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, attached to this Agreement. The Owner shall compensate the Architect as provided in Section 11.2. § 4.2 Architect’s Additional Services The Architect may provide Additional Services after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.2 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect’s schedule. § 4.2.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following Additional Services until the Architect receives the Owner’s written authorization: .1 Services necessitated by a change in the Initial Information, previous instructions or recommendations given by the Construction Manager or the Owner, approvals given by the Owner, or a material change in the Project including size, quality, complexity, building systems, the Owner’s schedule or budget for Cost of the Work, constructability considerations, procurement or delivery method, or bid packages in addition to those listed in Section 1.1.6; .2 Making revisions in Drawings, Specifications, or other documents (as required pursuant to Section 6.7), when such revisions are required because the Construction Manager’s estimate of the Cost of the Work exceeds the Owner’s budget, except where such excess is due to changes initiated by the Architect in scope, capacities of basic systems, or the kinds and quality of materials, finishes or equipment; .3 Services necessitated by enactment or revision of codes, laws, or regulations, including changing or editing previously prepared Instruments of Service; .4 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .5 Services necessitated by decisions of the Owner or Construction Manager not rendered in a timely manner or any other failure of performance on the part of the Owner, Construction Manager or the Owner’s other consultants or contractors; Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 211190 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 12 .6 Preparing digital models or other design documentation for transmission to the Owner’s consultants and contractors, or to other Owner-authorized recipients; .7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner or Construction Manager; .8 Preparation for, and attendance at, a public presentation, meeting or hearing; .9 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .10 Evaluation of the qualifications of entities providing bids or proposals; .11 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .12 Assistance to the Initial Decision Maker, if other than the Architect. (Paragraphs deleted) § 4.2.5 If the services covered by this Agreement have not been completed within Thirty-six ( 36 ) months of the date of this Agreement, through no fault of the Architect, extension of the Architect’s services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER’S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. § 5.2 The Owner shall retain a Construction Manager to provide services, duties and responsibilities. The Owner shall provide the Architect with a copy of the scope of services in the agreement executed between the Owner and the Construction Manager, and any subsequent modifications to the Construction Manager’s scope of services in the agreement. § 5.3 The Owner shall establish the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner’s other costs; and (3) reasonable contingencies related to all of these costs. The Owner shall update the Owner’s budget for the Project as necessary throughout the duration of the Project until final completion. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Architect and the Construction Manager. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality. § 5.3.1 The Owner acknowledges that accelerated, phased or fast-track scheduling provides a benefit, but also carries with it associated risks. Such risks include the Owner incurring costs for the Architect to coordinate and redesign portions of the Project affected by procuring or installing elements of the Project prior to the completion of all relevant Construction Documents, and costs for the Contractors to remove and replace previously installed Work. If the Owner selects accelerated, phased or fast-track scheduling, the Owner agrees to include in the budget for the Project sufficient contingencies to cover such costs. § 5.4 The Owner shall identify a representative authorized to act on the Owner’s behalf with respect to the Project. The Owner shall render decisions and approve the Architect’s submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect’s services. § 5.5 Not applicable. § 5.6 Not applicable. § 5.7 The Owner shall provide the Supplemental Services designated as the Owner’s responsibility in Section 4.1.1. § 5.8 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, attached to this Agreement. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 221191 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 13 § 5.9 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect’s request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner’s consultants. The Owner shall furnish the services of consultants other than those designated as the responsibility of the Architect in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.10 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.11 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. § 5.12 The Owner shall provide prompt written notice to the Architect and Construction Manager if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect’s Instruments of Service. § 5.13 The Owner shall communicate with the Contractors and the Construction Manager’s consultants through the Construction Manager about matters arising out of or relating to the Contract Documents. The Owner and Construction Manager shall include the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Construction Manager otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. § 5.14 Before executing the Contracts for Construction, the Owner shall coordinate the Architect’s duties and responsibilities set forth in the Contracts for Construction with the Architect’s services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreements between the Owner and Contractors, including the General Conditions of the Contracts for Construction. § 5.15 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Construction Manager and Contractors to provide the Architect access to the Work wherever it is in preparation or progress. § 5.16 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the Contractors’ general conditions costs, overhead and profit. The Cost of the Work includes the compensation of the Construction Manager and Construction Manager’s consultants during the Construction Phase only, including compensation for reimbursable expenses at the job site, if any. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights-of-way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner. § 6.2 Not applicable. § 6.3 Not applicable. § 6.3.1 Not applicable. § 6.4 If, prior to the conclusion of the Schematic Design Phase, the Contractor- Construction Manager/General Contractor estimate of the Cost of the Work exceeds the Owner’s budget for the Cost of the Work, the Architect, in consultation with the Construction Manager, shall make appropriate recommendations to the Owner to adjust the Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 231192 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 14 Project’s size, quality or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.5 (Paragraphs deleted) Not applicable. § 6.6 Not applicable. § 6.7 Not applicable. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 7.2 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect’s consultants. § 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project. The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractors, Construction Manager, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and Separate Contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising from such uses. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect, which shall not be unreasonably withheld. Any unauthorized use of the Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s consultants. § 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A232–2019, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the Construction Manager, contractors, consultants, agents and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect shall indemnify and hold the Owner and the Owner’s officers and employees harmless from and against damages, losses and judgments arising from claims by third parties, including reasonable attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of the Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 241193 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 15 Architect, its employees and its consultants in the performance of professional services under this Agreement. The Architect’s obligation to indemnify and hold the Owner and the Owner’s officers and employees harmless does not include a duty to defend. The Architect’s duty to indemnify the Owner under this Section 8.1.3 shall be limited to the available proceeds of the insurance coverage required by this Agreement. § 8.1.4 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement, except as specifically provided in Section 9.7. § 8.2 Mediation § 8.2.1 Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect’s services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 8.2.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in Aspen, Colorado, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box.) [ ]Arbitration pursuant to Section 8.3 of this Agreement [ X ]Litigation in District Court, County of Pitkin [ ]Other: (Specify) If the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction. § 8.3 Arbitration- Deleted (Paragraphs deleted) ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect’s option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days’ written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 251194 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 16 § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days’ written notice. § 9.4 Either party may terminate this Agreement upon not less than thirty days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to the Architect for the Owner’s convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or if the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect’s termination of consultant agreements. § 9.7 (Paragraphs deleted) Termination expenses do not include an amount for the Architect’s anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9.Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. § 9.9 The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 9.7. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A232–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition, except for purposes of this Agreement, the term "Work" shall include the work of all Contractors under the administration of the Architect and Construction Manager. § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement, and including any payments due to the Architect by the Owner prior to the assignment. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Architect. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 261195 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 17 § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect’s promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect’s materials shall not include the Owner’s confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner’s promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10.8 If the Architect or Owner receives information specifically designated as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement. § 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days’ notice to the other party, when required by law, arbitrator’s order, or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11.1 For the Architect’s Basic Services described under Article 3, the Owner shall compensate the Architect as follows: .1 Stipulated Sum (Insert amount) One hundred seventy-one thousand two hundred five and 00/100 dollars. $171,205.00 .2 Percentage Basis (Insert percentage value) ( ) % of the Owner’s budget for the Cost of the Work, as calculated in accordance with Section 11.6. .3 Other (Describe the method of compensation) § 11.2 For the Architect’s Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply.) Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 271196 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 18 § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.) Hourly rate or lump sum proposal will be issued by the Architect to Owner § 11.4 Compensation for Supplemental and Additional Services of the Architect’s consultants when not included in Sections 11.2 or 11.3, shall be the amount invoiced to the Architect plus percent ( %), or as follows: (Insert amount of, or basis for computing, Architect’s consultants’ compensation for Supplemental or Additional Services.) § 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of compensation for each phase of services shall be as follows: As-built evaluation and drawings $42,860.00 (25 %) Schematic Design Phase $27,940.00 (16 %) Permit drawings and coordination $59,405.00 (35 %) Construction Documents $36,000.00 ( 21 %) Reimbursable Expenses $5,000.00 ( 3 %) (Row deleted) Total Basic Compensation $171,205.00 (100 %) Should a full Building Permit review be required by the City of Aspen, the schedule will need to adjust accordingly, and an additional services fee submitted for the schedule extension and additional City of Aspen Community Development Department coordination. The Owner acknowledges that with an accelerated Project delivery or multiple bid package process, the Architect may be providing its services in multiple Phases simultaneously. Therefore, the Architect shall be permitted to invoice monthly in proportion to services performed in each Phase of Services, as appropriate. (Paragraphs deleted) § 11.7 The hourly billing rates for services of the Architect and the Architect’s consultants are set forth below. The rates shall be adjusted in accordance with the Architect’s and Architect’s consultants’ normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Please see Exhibit C- Rosenfeld Design Hourly Rate Sheet Employee or Category Rate ($0.00) § 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Architect and the Architect’s consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; (Paragraphs deleted) .4 Printing, reproductions, plots, and standard form documents; .5 Postage, handling, and delivery; Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 281197 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 19 § 11.10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of Five thousand and 00/100 dollars ($ $5,000.00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner’s account in the final invoice. (Paragraph deleted) § 11.10.2 Progress Payments § 11.10.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect’s invoice. Amounts unpaid thirty ( 30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of monthly or annual interest agreed upon.) 18 % per annum Eighteen percent per annum § 11.10.2.2 The Owner shall not withhold amounts from the Architect’s compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to Contractors for the cost of changes in the Work, unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to Supplemental and Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Architect. § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B132™–2019, Standard Form Agreement Between Owner and Architect, Construction Manager as Adviser Edition .2 Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3. .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) [ X ] Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3 [ X ] Exhibit B- AIA Document A232-2019- General Conditions of the Contract for Construction- Construction Manager as Adviser Edition [ X ] Exhibit C-Rosenfeld Design Proposal dated 9/9/25- Rev. 1 [ X ] Exhibit D-Rosenfeld Design and Consultants Hourly Rate Sheets [ ] Other Exhibits incorporated into this Agreement: Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 291198 Init. / AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 20 (Clearly identify any other exhibits incorporated into this Agreement, including any exhibits and scopes of services identified as exhibits in Section 4.1.2.) .4 Other documents: (List other documents, if any, forming part of the Agreement.) This Agreement is entered into as of the day and year first written above. OWNER (Signature)ARCHITECT (Signature) City Manager David Rosenfeld Owner + Architect (Printed name and title)(Printed name, title, and license number, if applicable) Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 10/20/2025 | 3:40:01 PM MDT 301199 Additions and Deletions Report for AIA® Document B132™ – 2019 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:13:32 ET on 10/20/2025. Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 1 PAGE 1 AGREEMENT made as of the 20th day of October in the year 2025 … City of Aspen 427 Rio Grande Place Aspen, CO 81611 … Rosenfeld Design 81 Crescent Place Glenwood Springs, CO 81601 … (Name, location, and detailed description) City of Aspen- Aspen Recreation Center Facility Improvements Project #2025-301 0861 Maroon Creek Road Aspen, CO 81611 The Owner’s Representative also noted as Construction Manager as Adviser (Name, legal status, and address) Phil Vaughan Construction Management, Inc. 1038 County Road 323 Rifle, CO 81650 The Construction Manager:Contractor also known as Construction Manager/General Contractor: … PNCI Construction Inc. 553 25 ½ Road Grand Junction, CO 81505 PAGE 2 See Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3 … Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 311200 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 2 See Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3 PAGE 3 See Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3 … Construction Manager/General Contractor Request for Proposals- Project 2025-300 have been reviewed and will be contracted at the same time as the Architect’s contract. … § 1.1.7 The Owner’s anticipated Sustainable Objective for the Project: (Identify and describe the Owner’s Sustainable Objective for the Project, if any.) § 1.1.7.1 If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete and incorporate AIA Document E235-2019, Sustainable Projects Exhibit, Construction Manager as Adviser Edition, into this Agreement to define the terms, conditions and services related to the Owner’s Sustainable Objective. If E235-2019 is incorporated into this Agreement, the Owner and Architect shall incorporate the completed E235-2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. … Scott Chism Director of Business Services City of Aspen 427 Rio Grande Place Aspen, CO 81611 Email: scott.chism@aspen.gov Phone: (970) 429-2021 … Owner’s Representative- Phil Vaughan Construction Management, Inc. Philip Vaughan. 1038 County Road 323 Rifle, CO 81650. Ph. 970-625-5330. Cell : 970-379-0428. Email : phil@pvcmi.com PAGE 4 Electrical Engineer … David Rosenfeld, RA, LEED AP Owner + Architect 81 Crescent Place Glenwood Springs, CO 81601 719-439-3335 david@rosenfeld-design.com … .1 Structural Mechanical Engineer/Plumbing Engineer/Structural Engineer: Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 321201 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 3 IMEG 7600 E. Orchard Rd., Suite 250-S Greenwood Village, CO 80111 303-796-6000 Kenneth.a.urbanek@imegcorp.com .2 Mechanical Aquatics Engineer: Counselman Hunsaker 12265 Bayaud Ave. Suite 110 Lakewood, CO 80228 303-323-8529 colehenry@chh2o.com .3 Electrical Engineer:Geotechnical Engineer: CTL Thompson, Inc. 234 Center Drive Glenwood Springs, CO 81601 970-945-2809 rbarbone@ctlthompson.com .4 Land Surveyor: True North Colorado 386 Main Street Unit 3 PO Box 614 New Castle, CO 81647 970-984-0474 rodney@truenorthcolorado.com PAGE 6 § 2.6.1 Commercial General Liability with policy limits of not less than ($ ) for each occurrence and ($ ) in the aggregate for bodily injury and property damage.insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision. § 2.6.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Architect with policy limits of not less than ($ ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage.Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000.00) each occurrence and TWO MILLION DOLLARS ($2,000,000.00) aggregate with respect to each Professional’s owned, hired and non-owned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a severability of interests provision. If the Professional has no owned automobiles, the requirements of this Section shall be met by each employee of the Professional providing services to the City under this contract. … § 2.6.4 Workers’ Compensation at statutory limits.Worker’s Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers’ Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 331202 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 4 DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each employee. Evidence of qualified self-insured status may be substituted for the Worker’s Compensation requirements of this paragraph. § 2.6.5 Employers’ Liability with policy limits not less than ($ ) each accident, ($ ) each employee, and ($ ) policy limit.Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than ONE MILLION DOLLARS ($ 1,000,000.00 ) per claim and TWO MILLION DOLLARS ($ 2,000,000 ) in the aggregate. § 2.6.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than ($ ) per claim and ($ ) in the aggregate. § 2.6.7 Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella policies for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect’s negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies and shall apply to both ongoing and completed operations. 2.6.7.1- The policy or policies required above shall be endorsed to include the City and the City’s officers and employees as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by the City, its officers or employees, or carried by or provided through any insurance pool of the City, shall be excess and not contributory insurance to that provided by Professional. No additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Professional shall be solely responsible for any deductible losses under any policy required above. 2.6.7.2- The certificate of insurance provided to the City shall be completed by the Professional’s insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be used. The certificate shall identify this contract and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. 2.6.7.3- Failure on the part of the Professional to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Professional to City upon demand, or City may offset the cost of the premiums against monies due to Professional from City. 2.6.7.4- City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. 2.6.7.5- The parties hereto understand and agree that City is relying on, and does not waive or intend to waive by any provision of this contract, the monetary limitations (presently $350,000.00 per person and $990,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees. 2.6.7.6- City’s Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk Management Department and are available to Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA. PAGE 7 § 3.1 The Architect’s Basic Services consist of those described in this Article 3 and include usual and customary structural, mechanical, and electrical structural andmechanical, engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 341203 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 5 … § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit, for the Construction Manager’s review and the Owner’s approval, a schedule for the performance of the Architect’s services. The schedule shall include design phase milestone dates, as well as the anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. This schedule shall include allowances for periods of time required for the Owner’s review, for the Construction Manager’s review, for the performance of the Owner’s consultants, and for approval of submissions by authorities having jurisdiction over the Project. Project provided, however, that Owner acknowledges and agrees that Architect has no control over the authorities having jurisdiction over the Project and shall not be responsible for delays caused by such authorities.. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner’s approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. PAGE 8 § 3.2 Existing Building Drawings and Schematic Design Phase Services … § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and Construction Manager and shall discuss with the Owner and Construction Manager alternative approaches to design and construction of the Project. The Architect shall reach an understanding with the Owner and Construction Manager regarding the requirements of the Project.Based on information from the kick off meeting, the Design Team will prepare: A. Existing building drawings to include as-built drawings of interior spaces that will require renovation (collectively, "Base Drawings"). Interior spaces will only include the facility Boiler Room and Moore Pool Natatorium. Measure and evaluate the existing spaces to confirm horizontal dimensions, vertical dimension, existing floor elevations, structural elements, electrical, plumbing and mechanical systems. Notwithstanding any provision of this § 3.2.3A to the contrary, Architect’s responsibility with respect to the preparation of such Base Drawings shall be limited to depiction of patent conditions visible to Architect and incorporation of such as-built plans and documentation as provided by Owner; with respect to the Base Drawings, Architect shall not be required to make any investigation of latent conditions, structures, systems or materials, nor shall Architect be responsible to verify any information provided by or on behalf of Owner with respect to any latent conditions, structures, systems or materials. These Auto Cad backgrounds will be utilized by the full Project Team. B. Schematic Design to include plans and elevations for interior infrastructure that will require renovation. Drawings shall include: i. Code analysis to include City of Aspen currently adopted codes. Please see link below: https://aspen.gov/197/Energy-Building-Codes ii. Floor plans iii. Elevations iv. Details/Cross Sections v. Geotechnical recommendations vi. Mechanical drawings vii. Structural drawings viii. Electrical drawings (coordinate with Electrical Engineer) ix. Draft specifications in 3 part format. This document should be separate from the design drawings and presented in Microsoft Word format. Note: Mechanical and Electrical specifications may be included on the drawing sheets. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, to the Owner and Construction Manager, for the Owner’s approval, a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner’s approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Construction Manager’s review and Owner’s approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 351204 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 6 Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider sustainable design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner’s program, schedule and budget for the Cost of the Work. The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1.1. § 3.2.5.2 The Architect shall consider with the Owner and the Construction Manager the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner’s program, schedule, and budget for the Cost of the Work. § 3.2.6 The Architect shall submit the Schematic Design Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to review the Schematic Design Documents. § 3.2.7 Upon receipt of the Construction Manager’s review comments and cost estimate at the conclusion of the Schematic Design Phase, the Architect shall take action as required under Section 6.4, and request the Owner’s approval of the Schematic Design Documents. If revisions to the Schematic Design Documents are required to comply with the Owner’s budget for the Cost of the Work at the conclusion of the Schematic Design Phase, the Architect shall incorporate such revisions in the Design Development Phase. § 3.2.8 In the further development of the Drawings and Specifications during this and subsequent phases of design, the Architect shall be entitled to rely on the accuracy of the estimates of the Cost of the Work, which are to be provided by the Construction Manager under the Construction Manager’s agreement with the Owner. § 3.3.1 Based on the Owner’s approval of the Schematic Design Documents, and on the Owner’s authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Construction Manager’s review and the Owner’s approval. The Design Development Documents shall be based upon information provided, and estimates prepared by, the Construction Manager and shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels.Not applicable § 3.3.2 Prior to the conclusion of the Design Development Phase, the Architect shall submit the Design Development Documents to the Owner and the Construction Manager. The Architect shall meet with the Construction Manager to review the Design Development Documents. § 3.3.3 Upon receipt of the Construction Manager’s information and estimate at the conclusion of the Design Development Phase, the Architect shall take action as required under Sections 6.5 and 6.6 and request the Owner’s approval of the Design Development Documents. § 3.4.1 Based on the Owner’s approval of the Schematic Design Development Documents, and on the Owner’s authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Construction Manager’s review and the Owner’s approval. The Construction Documents shall illustrate and describe the further development of the approved Schematic Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that, in order to perform the Work, the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4.are services excluded from this Agreement. PAGE 9 Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 361205 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 7 § 3.4.3 During the development of the Construction Documents, if requested by the Owner, the Architect shall assist the Owner and the Construction Manager in the development and preparation of (1) procurement information that describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreements between the Owner and Contractors; and (3) the Conditions of the Contracts for Construction (General, Supplementary and other Conditions); and (4) a project manual that includes the Conditions of the Contracts for Construction and Specifications, and may include bidding requirements and sample forms. § 3.4.5 Upon receipt of the Construction Manager’s information and an estimate at the conclusion of the Construction Documents Phase, the Architect shall take action as required under Section 6.7, and request the Owner’s approval of the Construction Documents. Permit Drawings and Construction Documentation Based on feedback from the schematic design development phase, the consultant shall prepare and submit permit drawings and construction documentation. All documents to be sealed by Colorado licensed Architect and Colorado licensed Engineers. i. Code analysis to include City of Aspen currently adopted codes. Please see link below: https://aspen.gov/197/Energy-Building-Codes ii. Floor plans iii. Elevations iv. Details/Cross Sections v. Geotechnical recommendations vi. Mechanical drawings vii. Structural drawings viii. Electrical drawings ix. Specifications in 3 part format. This document should be separate from the design drawings and presented in Microsoft Word format. Note: Mechanical and Electrical specifications may be included on the drawing sheets. x. Reply to City of Aspen Community Development questions during the permit review process. … § 3.5.1 General The Architect shall assist the Owner and Construction Manager in establishing a list of prospective contractors. Following the Owner’s approval of the Construction Documents, the Architect shall assist the Owner and Construction Manager in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and (4) awarding and preparing Contracts for Construction.Not applicable … § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents.Not applicable § 3.5.2.2 The Architect shall assist the Owner and Construction Manager in bidding the Project by .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre-bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and .4 organizing and conducting the opening of bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 If the Bidding Documents permit substitutions, upon the Owner’s written authorization, the Architect shall, as an Additional Service, consider requests for substitutions, and prepare and distribute addenda identifying approved substitutions to all prospective bidders. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 371206 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 8 § 3.5.3.1 Proposal Documents shall consist of proposal requirements, and proposed Contract Documents.Not applicable § 3.5.3.2 The Architect shall assist the Owner and Construction Manager in obtaining proposals by: .1 facilitating the distribution of Proposal Documents for distribution to prospective Contractors, and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective Contractors; .3 preparing responses to questions from prospective Contractors and providing clarifications and interpretations of the Proposal Documents to the prospective Contractors in the form of addenda; and .4 participating in negotiations with prospective Contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner. § 3.5.3.3 If the Proposal Documents permit substitutions, upon the Owner’s written authorization, the Architect shall, as an Additional Service, consider requests for substitutions, consult with the Construction Manager, and prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3.6 Construction Phase ServicesConstruction Phase Services- (Not included in this contract. Construction Phase Services will be negotiated and a change order will be issued) § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A232™–2019, General Conditions of the Contract for Construction, Construction Manager as Adviser Edition. If the Owner and Contractor modify AIA Document A232–2019, those modifications shall not affect the Architect’s services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner and Construction Manager during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractors’ failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect’s negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for acts or omissions of the Construction Manager, or acts or omissions of the Contractors or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.2, and except as provided in Section 3.6.6.5, the Architect’s responsibility to provide Construction Phase Services commences with the award of the initial Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2.3, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner and the Construction Manager (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Construction Manager, and (3) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents and shall notify the Construction Manager about the rejection. Whenever the Architect considers it necessary or advisable, the Architect, upon written authorization from the Owner and notification to the Construction Manager, shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 381207 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 9 of the Architect to the Contractors, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Construction Manager, Owner, or Contractors through the Construction Manager. The Architect’s response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by the Owner and Contractors, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect’s decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractors designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A232–2019, the Architect, with the assistance of the Construction Manager, shall render initial decisions on Claims between the Owner and Contractors as provided in the Contract Documents. § 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 Not more frequently than monthly, the Architect shall review and certify an application for payment. Within seven days after the Architect receives an application for payment forwarded from the Construction Manager, the Architect shall review and certify the application as follows: .1 Where there is only one Contractor responsible for performing the Work, the Architect shall review the Contractor’s Application and Certificate for Payment that the Construction Manager has previously reviewed and certified. The Architect shall certify the amount due the Contractor and shall issue a Certificate for Payment in such amount. .2 Where there is more than one Contractor responsible for performing different portions of the Project, the Architect shall review the Project Application and Project Certificate for Payment, with the Summary of Contractors’ Applications for Payment, that the Construction Manager has previously prepared, reviewed, and certified. The Architect shall certify the total amount due all Contractors collectively and shall issue a Project Certificate for Payment in the total of such amounts. § 3.6.3.2 The Architect’s certification for payment shall constitute a representation to the Owner, based on (1) the Architect’s evaluation of the Work as provided in Section 3.6.2, (2) the data comprising the Contractor’s Application for Payment or the data comprising the Project Application for Payment, and (3) the recommendation of the Construction Manager, that, to the best of the Architect’s knowledge, information and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractors are entitled to payment in the amount certified. The foregoing representations are subject to (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) specific qualifications expressed by the Architect. § 3.6.3.3 The issuance of a Certificate for Payment or a Project Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate each Contractor’s right to payment, or (4) ascertained how or for what purpose that Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.4 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 Submittals § 3.6.4.1 The Architect shall review the Construction Manager’s Project submittal schedule and shall not unreasonably delay or withhold approval of the schedule. The Architect’s action in reviewing submittals transmitted by the Construction Manager shall be taken in accordance with the approved submittal schedule or, in the absence of an Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 391208 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 10 approved submittal schedule, with reasonable promptness while allowing sufficient time, in the Architect’s professional judgment, to permit adequate review. § 3.6.4.2 The Architect shall review and approve, or take other appropriate action upon, the Contractors’ submittals such as Shop Drawings, Product Data and Samples, that the Construction Manager has reviewed, recommended for approval, and transmitted to the Architect. The Architect’s review of the submittals shall only be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractors’ responsibilities. The Architect’s review shall not constitute approval of safety precautions or construction means, methods, techniques, sequences or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractors to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractors’ design professionals, provided the submittals bear such professionals’ seal and signature when submitted to the Architect. The Architect’s review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals. § 3.6.4.4 After receipt of the Construction Manager’s recommendations, and subject to the provisions of Section 4.2, the Architect shall review and respond to requests for information about the Contract Documents. The Architect, in consultation with the Construction Manager, shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect’s response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals transmitted by the Construction Manager in accordance with the requirements of the Contract Documents. § 3.6.5 Changes in the Work § 3.6.5.1 The Architect shall review and sign, or take other appropriate action, on Change Orders and Construction Change Directives prepared by the Construction Manager for the Owner’s approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Such changes shall be effected by written order issued by the Architect through the Construction Manager. § 3.6.5.3 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion § 3.6.6.1 The Architect, assisted by the Construction Manager, shall: .1 conduct inspections to determine the date of Substantial Completion and the date of final completion; .2 issue a Certificate of Substantial Completion prepared by the Construction Manager; .3 review written warranties and related documents required by the Contract Documents and received from the Contractors, through the Construction Manager; and .4 after receipt of a final Contractor’s Application and Certificate for Payment or a final Project Application and Project Certificate for Payment from the Construction Manager, issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the Architect’s knowledge, information, and belief, the Work complies with the requirements of the Contract Documents. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 401209 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 11 § 3.6.6.2 The Architect’s inspections shall be conducted with the Owner and Construction Manager to (1) check conformance of the Work with the requirements of the Contract Documents and (2) verify the accuracy and completeness of the lists submitted by the Construction Manager and Contractors of Work to be completed or corrected. § 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid each of the Contractors, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractors, through the Construction Manager: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractors under the Contract Documents. § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner and Construction Manager to review the facility operations and performance. PAGE 10 § 4.1.1.15 Conformed documents for construction Architect … § 4.1.1.21 Architect’s coordination of the Owner’s consultants Architect PAGE 11 Additional Service designated in Section 4.1 as the Architect’s responsibility, is considered Basic Services. 4.1.1.15 Conformed Construction Documents- Issue for Construction Set of drawings and specifications after review and approval by the respective Building Department. 4.1.1.21 Coordination of Owner’s Consultants. This will include coordination with the Owner-contracted Electrical Engineer. PAGE 12 § 4.2.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Architect’s notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Architect of the Owner’s determination. The Owner shall compensate the Architect for the services provided prior to the Architect’s receipt of the Owner’s notice: .1 Reviewing a Contractor’s submittal out of sequence from the Project submittal schedule approved by the Architect; .2 Responding to the Contractors’ requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractors from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders, and Construction Change Directives that require evaluation of Contractors’ proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; or .5 Evaluating substitutions proposed by the Owner, Construction Manager or Contractors and making subsequent revisions to Instruments of Service resulting therefrom. § 4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 ( ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractors Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 411210 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 12 .2 ( ) visits to the site by the Architect during construction .3 ( ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 ( ) inspections for any portion of the Work to determine final completion § 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in Section 4.2.3, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion of the Work, or (2) the anticipated date of Substantial Completion identified in the Initial Information, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. § 4.2.5 If the services covered by this Agreement have not been completed within Thirty-six ( 36 ) months of the date of this Agreement, through no fault of the Architect, extension of the Architect’s services beyond that time shall be compensated as Additional Services. … § 5.2 The Owner shall retain a Construction Manager to provide services, duties and responsibilities as described in AIA Document C132–2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser. responsibilities. The Owner shall provide the Architect with a copy of the scope of services in the agreement executed between the Owner and the Construction Manager, and any subsequent modifications to the Construction Manager’s scope of services in the agreement. … § 5.5 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.Not applicable. § 5.6 The Owner shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations.Not applicable. PAGE 13 § 6.2 The Owner’s budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout the Project as required under Sections 5.3 and 6.4. Evaluations of the Owner’s budget for the Cost of the Work represent the Architect’s judgment as a design professional.Not applicable. § 6.3 The Owner shall require the Construction Manager to include appropriate contingencies for design, bidding or negotiating, price escalation, and market conditions in estimates of the Cost of the Work. The Architect shall be entitled to rely on the accuracy and completeness of estimates of the Cost of the Work the Construction Manager prepares as the Architect progresses with its Basic Services. The Architect shall prepare, as an Additional Service, revisions to the Drawings, Specifications or other documents required due to the Construction Manager’s inaccuracies or incompleteness in preparing cost estimates, or due to market conditions the Architect could not reasonably anticipate. The Architect may review the Construction Manager’s estimates solely for the Architect’s guidance in completion of its services, however, the Architect shall report to the Owner any material inaccuracies and inconsistencies noted during any such review.Not applicable. § 6.3.1 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Architect and the Construction Manager shall work together to reconcile the cost estimates.Not applicable. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 421211 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 13 § 6.4 If, prior to the conclusion of the Schematic Design Development Phase, the Construction Manager’s Contractor- Construction Manager/General Contractor estimate of the Cost of the Work exceeds the Owner’s budget for the Cost of the Work, the Architect, in consultation with the Construction Manager, shall make appropriate recommendations to the Owner to adjust the Project’s size, quality or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.5 If the Construction Manager’s estimate of the Cost of the Work at the conclusion of the Design Development Phase exceeds the Owner’s budget for the Cost of the Work, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 terminate in accordance with Section 9.5; .3 in consultation with the Architect and Construction Manager, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or .4 implement any other mutually acceptable alternative.Not applicable. § 6.6 If the Owner chooses to proceed under Section 6.5.3, the Architect, without additional compensation, shall incorporate the revisions in the Construction Documents Phase as necessary to comply with the Owner’s budget for the Cost of the Work at the conclusion of the Design Development Phase Services, or the budget as adjusted under Section 6.5.1. The Architect’s revisions in the Construction Documents Phase shall be the limit of the Architect’s responsibility under this Article 6.Not applicable. § 6.7 After incorporation of modifications under Section 6.6, the Architect shall, as an Additional Service, make any required revisions to the Drawings, Specifications or other documents necessitated by subsequent cost estimates that exceed the Owner’s budget for the Cost of the Work, except when the excess is due to changes initiated by the Architect in scope, basic systems, or the kinds and quality of materials, finishes or equipment.Not applicable. PAGE 14 § 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 9 and Article 11. Project. The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractors, Construction Manager, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and Separate Contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Architect, which shall not be unreasonably withheld. Any unauthorized use of the Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s consultants. PAGE 15 § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 431212 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 14 with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration proceeding is stayed pursuant to this section, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, Aspen, Colorado, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. … [ X ]Litigation in a court of competent jurisdictionDistrict Court, County of Pitkin … § 8.3 ArbitrationArbitration- Deleted § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement any claim, dispute or other matter in question arising out of or related to this Agreement subject to, but not resolved by, mediation shall be subject to arbitration, which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement. A demand for arbitration shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the arbitration. § 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim, dispute or other matter in question would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim, dispute or other matter in question. § 8.3.2 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement, shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 8.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 8.3.4 Consolidation or Joinder § 8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common issues of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Owner and Architect under this Agreement. § 8.4 The provisions of this Article 8 shall survive the termination of this Agreement. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 441213 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 15 PAGE 16 § 9.4 Either party may terminate this Agreement upon not less than seven thirty days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. … § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee.) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect’s Instruments of Service: Termination expenses do not include an amount for the Architect’s anticipated profit on the value of the services not performed by the Architect. § 9.8 Except The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 11.9.Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. PAGE 17 One hundred seventy-one thousand two hundred five and 00/100 dollars. $171,205.00 PAGE 18 Hourly rate or lump sum proposal will be issued by the Architect to Owner … As-built evaluation and drawings $42,860.00 (25 %) Schematic Design Phase $27,940.00 percent (16 %) Design Development PhasePermit drawings and coordination $59,405.00 percent (35 %) Construction DocumentsPhase $36,000.00 percent ( 21 %) Procurement PhaseReimbursable Expenses $5,000.00 percent ( 3 %) Construction Phase percent ( %) … Total Basic Compensation one hundred $171,205.00 percent ( 100 %) Should a full Building Permit review be required by the City of Aspen, the schedule will need to adjust accordingly, and an additional services fee submitted for the schedule extension and additional City of Aspen Community Development Department coordination. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 451214 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 16 § 11.6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner’s most recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner’s budget for the Cost of the Work. § 11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. … Please see Exhibit C- Rosenfeld Design Hourly Rate Sheet … .3 Permitting and other fees required by authorities having jurisdiction over the Project; … .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; .8 If required by the Owner, and with the Owner’s prior written approval, the Architect’s consultants’ expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect’s consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; .11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and .12 Other similar Project-related expenditures. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect’s consultants plus percent ( %) of the expenses incurred. § 11.9 Architect’s Insurance If the types and limits of coverage required in Section 2.6 are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in Section 2.6, and for which the Owner shall reimburse the Architect.) PAGE 19 § 11.10.1.1 An initial payment of Five thousand and 00/100 dollars ($ $5,000.00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner’s account in the final invoice. Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 461215 Additions and Deletions Report for AIA Document B132 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 17 § 11.10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of ($ ) shall be made upon execution of this Agreement for registration fees and other fees payable to the Certifying Authority and necessary to achieve the Sustainability Certification. The Architect’s payments to the Certifying Authority shall be credited to the Owner’s account at the time the expense is incurred. § 11.10.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect’s invoice. Amounts unpaid thirty ( 30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. … 18 % per annum Eighteen percent per annum … .2 Building Information Modeling Exhibit, if completed:Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3. … (Check the appropriate box for any exhibits incorporated into this Agreement.) [ X ] Exhibit A- City of Aspen Request for Proposals- 2025-301- Professional Design Services for the Aspen Recreation Center Facility Improvements and Addenda 1-3 [ ] AIA Document E235™–2019, Sustainable Projects Exhibit, Construction Manager as X ] Exhibit B- AIA Document A232-2019- General Conditions of the Contract for Construction- Construction Manager as Adviser Edition Adviser Edition, dated as indicated below:[ X ] Exhibit C-Rosenfeld Design Proposal dated 9/9/25- Rev. 1 (Insert the date of the E235-2019 incorporated into this Agreement.) [ X ] Exhibit D-Rosenfeld Design and Consultants Hourly Rate Sheets PAGE 20 City Manager David Rosenfeld Owner + Architect Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 471216 AIA Document D401 – 2003. Copyright © 1992 and 2003. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:13:32 ET on 10/20/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1901681251) 1 Certification of Document’s Authenticity AIA® Document D401™ – 2003 I, Philip B. Vaughan- President- Phil Vaughan Construction Management, Inc., hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:13:32 ET on 10/20/2025 under Order No. 2114456543 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document B132™ – 2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition, other than those additions and deletions shown in the associated Additions and Deletions Report. _____________________________________________________________ (Signed) _____________________________________________________________ (Title) _____________________________________________________________ (Dated) Docusign Envelope ID: E8BC7288-3CDF-428E-8654-414E02BC104D 481217 Request for Proposals 2025-301 Professional Design Services for the Aspen Recreation Center Facility Improvements Due Date: 2:00 p.m., Tuesday, September 9, 2025 427 Rio Grande Place Aspen, CO 81611 (970)920-5059 www.aspen.gov 49 Page 2 of 12 REQUEST FOR PROPOSALS Sealed proposals will be received by the City of Aspen Purchasing Department through the Bidnet Direct website, www.bidnetdirect.com, until 2:00p.m., September 9, 2025, at which time the proposals will be opened and reviewed, for the following City of Aspen project: 2025-301 Professional Design Services for Aspen Recreation Center Facility Improvements The project will include but is not limited to preparing existing building drawings and developing design for the Aspen Recreation Center Facility Improvements located at 0861 Maroon Creek Road Aspen, Colorado. Complete proposal packages are available to download or from www.bidnetdirect.com Vendors must be registered to view the bid packages. There is no charge to register. Call 1-800-835-4603 if you need assistance registering. A mandatory pre-proposal conference will be held at the Aspen Recreation Center 0861 Maroon Creek Road Aspen, CO on Tuesday, August 26, 2025 at 10:00 a.m. Attendance at the pre- proposal conference is mandatory. To submit, an electronic copy of the Proposal as a PDF or Word file, must uploaded to the Bidnet Direct website, www.bidnetdirect.com. The file name must include the City’s project number and offeror’s name. The City reserves the right to reject any or all Proposals or accept what is, in its judgment, the Proposal which is in the City's best interest. The City further reserves the right, in the best interests of the City, to accept a late submittal or to waive any technical defects or irregularities in any and all Proposals submitted. Non-Discrimination Policy 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: a. 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. b. 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. c. Incorporate the foregoing provisions in all subcontracts hereunder. 50 Page 3 of 12 Diversity and Inclusion The City shall acquire its goods and services in a manner that integrates fiscal responsibility, social equity, women and minority business opportunity, and environmental stewardship. Bidders should provide any additional information and or certifications describing the above. Sustainability Considerations One of the City of Aspen’s values is stewardship, and the City has taken significant strides in embedding sustainable practices into our operations. In 2022, Aspen City Council set new greenhouse gas reduction goals (science-based targets) of 63% by 2030 and 2050. While not a requirement for this contract (unless otherwise stated in the scope of work or criteria list), the City encourages all vendors to share in their proposals how their products and services are supporting the City’s climate initiatives and goals. For more information on the City’s sustainability efforts and the Aspen Sustainability Action Plan, visit www.aspen.gov/climate.   Pursuant to the Colorado Open Records Act, C.R.S. Section 24-72-200.1 (CORA), any and all of the documents that are submitted to the City of Aspen may be deemed public records subject to examination and inspection by third parties. The City of Aspen reserves the right, at its sole discretion, to release for inspection or copying any document, plan, specification, proposal or other writing submitted pursuant to this request. Candidates should identify any portion of their proposals which they consider confidential. By participating in the City’s procurement process, you are agreeing to the terms and conditions of the procurement process and the legal parameters of doing business with the City without change. Discussion may be conducted with responsible Offerors who submit Proposals determined to be reasonably susceptible to be selected for award for purpose of clarification to assure full understanding of, and responsiveness to the solicitation requirements. In addition to price, the criteria set forth in the Instruction to Offerors and any specific criteria listed below, may be considered in judging which Proposal is in the best interests of the City:  Project understanding and approach: 40% • Understanding of Project Scope • Schedule / Project Approach  Team Experience: 40% • Experience with relevant projects • Qualifications • References  Professional Services Fee: 20% • Contract fee ______________________________________________________________________ BY ORDER OF THE CITY OF ASPEN, COLORADO Asal Vojdani, Purchasing 51 Page 4 of 12 Contents 1.0 INTRODUCTION ................................................................................................................................. 5 1.1 Invitation to Proposers ................................................................................................................ 5 1.2 Project Description and Background ....................................................................................... 5 1.3 Project Goals and Objectives ..................................................................................................... 5 1.3.1 Collaborative Project Delivery ................................................................................................ 6 2.0 RFP PROCESS ................................................................................................................................... 7 2.1 Communication .............................................................................................................................. 7 2.2 Pre-Proposal Meeting ................................................................................................................... 7 2.3 Proposal Submission ................................................................................................................... 7 2.4 Schedule .......................................................................................................................................... 8 2.5 Selection Criteria ........................................................................................................................... 8 3.0 SCOPE OF THE PROJECT .............................................................................................................. 8 3.1 Project Schedule ........................................................................................................................... 9 4.0 SCOPE OF SERVICES ...................................................................................................................... 9 5.0 PROPOSAL FORMAT AND INFORMATION REQUIREMENTS ............................................ 11 6.0 LEGAL REQUIREMENTS ............................................................................................................... 11 7.0 EXHIBIT .............................................................................................................................................. 12 52 Page 5 of 12 1.0 INTRODUCTION The purpose of this Request for Proposals (RFP) is to solicit professional Professional Design services for specific facility repair and renovation needs at the Aspen Recreation Center. Professional Design services shall include Architectural, Mechanical Engineering, Structural Engineering and Geotechnical Engineering. All design professionals shall be licensed in Colorado. Coordination with a City of Aspen contracted Electrical Engineer will be required. An RFP for Construction Manager/General Contractor is to be issued concurrently with this RFP. The team will include City of Aspen Business Services Facilities and Recreation Department staff as well as Phil Vaughan Construction Management, Inc.- Owner’s Representative. This team will be trusted advisors to the City of Aspen on contracts, schedule, cost, program, delivery, quality assurance, quality control, public outreach, internal outreach, and responsible for the team maintaining overall performance and goals of the project. 1.1 Invitation to Proposers This RFP is open to all qualified Professional Design Firms with the necessary experience and capabilities to perform services as described in this document. To allow the City of Aspen (Owner) to fully understand your firm’s intended approach to the project, carefully prepare a response based on the information required in this Request for Proposal. 1.2 Project Description and Background The City of Aspen is located in the Elk Mountains of Colorado on Colorado’s Western slope, with a permanent population of 7,000 residents, and an average of 1.5 million visitors annually. The Aspen Recreation Center opened in 2003 and provides a variety of recreational opportunities for people of all ages including the James E. Moore Aquatics Center, Lewis Ice Arena, Climbing Tower, Fitness Center and the Aspen Youth Center. The Center is approximately 81,828 gross square feet in size. The Aspen Recreation Center is a highly used public recreational facility that has hosted over 100,000 user visits for the past two years. The project aims to design, schedule, coordinate and construct critical facility improvements to the Aspen Recreation Center. The City of Aspen Business Services, Facilities and Recreation Department staff have evaluated and determined the work scope for these critical facility improvements. 1.3 Project Goals and Objectives Mission: Complete critical facility renovation and repairs to the Aspen Recreation Center. 53 Page 6 of 12 Goals: The goals for this project are for the chosen Respondent to: 1. Remove and replace all existing overflow gutters and pool perimeter drains at the training/lap pool. Existing overflow gutter and pool perimeter drains are inconsistently sized and supported. This service shall include replacement of surface materials at the pool drain trough. 2. Remove and replace colored, stamped concrete pool decks and deck drains within the Moore Pool Natatorium. Existing deck drain pipe infrastructure has been compromised due to differential settling of subsurface conditions below the existing concrete pool decks. 3. Remove and replace facility glass-lined hot water storage tanks and water softener equipment. Remove hot water boilers/storage tanks/heat exchangers/RO water system and water softeners. Remove and replace boiler room concrete floor and floor drain infrastructure. Existing drain pipe infrastructure has been compromised due to differential settling of subsurface conditions below the existing boiler room. 4. Remove and replace large sections of failing cast iron sewer pipes within the facility. 5. Perform this project in a safe, efficient, and timely manner as proposed following industry standards and adhering to all applicable codes. 6. Engage in project coordination and communication with the City of Aspen representative daily and facilitate and coordinate the efforts of City of Aspen staff and/or their subcontractors regarding demolition, closures and access. 7. Provide as-built documentation, as-built Drawings in AutoCad format, physical and electronic copies of O&M manuals, and written recommendations sufficient to allow City of Aspen Staff to properly maintain the replaced systems and/or replace its components. 8. Meet or exceed all provisions set forth in the General Work Scope below. Objectives: 1. Usability – construct critical facility improvements. 2. Cost – Comprehensive cost analysis and budget tracking throughout the project design process to keep the ownership informed and avoid budget creep. 3. Design Schedule – ensure design progresses promptly, to meet 2026 implementation schedule. 4. Construction Impact – Develop a viable construction phasing and sequencing plan that maximizes construction efficiency while minimizing the impact of construction on Aspen Recreation Center Patrons and Staff. 5. Quality – Specify high-quality materials and systems that deliver reliable, durable, efficient and sustainable product. 6. Sustainability – Sustainability in product specifications. 7. Safety – Adopt and implement a safety program that provides a safe construction environment for all workers, visitors and the public. 8. Planning – Implement an effective permit and approval process. 9. Work collaboratively – With all Team Members and City of Aspen Departments to optimize efficiencies. 1.3.1 Collaborative Project Delivery The City will pursue, a collaborative project development team, including design services, Owner’s Representative, Construction Manager/General Contractor. The early formation of the 54 Page 7 of 12 group provides an open and collaborative process involving input from all parties – all involved should understand the ramifications of decisions when they are made, decisions are not made solely on a first-cost basis, time value design (estimated budgeting) allows for cost feedback and early total project cost commitments. The values we are looking for on this team are as follows: • Mutual Respect and Trust • Mutual Benefit and Reward • Collaborative Innovation and Decision Making • Early Involvement of Key Participants • Early Goal Definition • Comprehensive Planning • Open Communication • Appropriate Technology • Organization and Leadership The collaborative team will consist of the following: • City of Aspen staff • Design Team Architect (per this RFP document) Mechanical Engineer (per this RFP document) Structural Engineer (per this RFP document) Geotechnical Engineer (per this RFP document) Electrical Engineer (separate agreement) • Owner’s Representative- Phil Vaughan Construction Management, Inc. • Construction Manager/General Contractor 2.0 RFP PROCESS 2.1 Communication Questions must be posted on the Bidnet Direct website, www.bidnetdirect.com. Answers are posted online for all Offerors to review and consider. It is the Offerors’ responsibility to check the website for Q&As, addendums, and other important information. The due date to submit questions is 11:59 pm Wednesday, September 3, 2025. Vendors may contact Procurement at procurement@aspen.gov or 720-589-4943 for questions regarding the procurement process or uploading proposals. 2.2 Pre-Proposal Meeting A mandatory pre-proposal conference will be held at the Aspen Recreation Center 0861 Maroon Creek Road Aspen, CO on Tuesday, August 26, 2025 at 10:00 a.m. Attendance at the pre- proposal conference is mandatory. 2.3 Proposal Submission Electronic submission is to be uploaded on the Bidnet Direct website, www.bidnetdirect.com. The electronic submission must be compiled into a single pdf or Word document. The name of the document must only contain the City project number and firm’s name e.g. 2025-301 by XYZ Company. 55 Page 8 of 12 The deadline for submitting responses to this RFP is 2:00 p.m., Tuesday, September 9, 2025 2.4 Schedule The procurement process schedule is tentatively set below. The City reserves the right to modify the schedule for any reason including its own convenience. 8/26/25: Mandatory pre-proposal meeting at 10:00 a.m. 9/3/25: Final Questions Due by 11:59 p.m. 9/9/25: Proposal packages due by 2:00 p.m. 9/17/25: Selection or Short List Announced 10/8/25: Award recommendation issued by City of Aspen Staff 10/19/25: Signed contract receipt from Proposer 10/20/25: Staff Memo deadline for City Council 10/28/25: Contract Approval by City Council 2.5 Selection Criteria The criteria for selection shall include but may not be limited to the following:  Project understanding and approach: 40% • Understanding of Project Scope • Schedule / Project Approach  Team Experience: 40% • Experience with relevant projects • Qualifications • References  Professional Services Fee: 20% • Contract fee The City reserves the right to reject any or all Proposals or accept what is, in its judgment, the Proposal which is in the City's best interest. The City further reserves the right, in the best interests of the City, to accept a late submittal or to waive any technical defects or irregularities in any and all Proposals submitted. Discussion may be conducted with responsible Offerors who submit Proposals determined to be reasonably susceptible to be selected for award for purpose of clarification to assure full understanding of, and responsiveness to the solicitation requirements. 3.0 SCOPE OF THE PROJECT The project aims to design, schedule, coordinate and construct critical facility improvements to the Aspen Recreation Center. General Work Scope: A. Training Pool Replastering • Utilize hydrodemo process only 56 Page 9 of 12 • Pressure test lines prior to committing to plaster • Install new fittings for drains • Install new fittings for return lines • Install new deck surface material (e.g.: stone, tile) B. Training Pool Overflow Gutter/Drain solution • Install standard, consistent sized pool perimeter drains and grates appropriate for an indoor swimming pool environment and loading from a maintenance scissor lift machine C. Pool Natatorium Decks and deck drain replacement • Protect/cover play pool and hot tub to prevent construction debris from entering pools • Remove existing stamped, colored concrete pool decks • Remove existing deck drains and subterranean drain lines compromised by differential settlement • Mitigate subsurface conditions • Install new drain infrastructure and subsurface materials • Replace stamped colored concrete pool decks D. Boiler Room Floor, Drains and Domestic Hot Water storage tanks replacement • Remove existing concrete floor and equipment pads • Remove and replace compromised floor drain pipe infrastructure compromised by differential settlement • Remove and replace glass-lined A.S.M.E. rated hot water storage tanks • Remove and replace water softener equipment E. Remove and replace large sections of sanitary sewage pipes within the facility 3.1 Project Schedule Draft project milestones: • Schematic Design Documents preparation-Design Team Deadline: 11/25/25 • Preparation of Construction Cost Estimate-SD-CM/GC Deadline: 01/09/26 • 100% Construction Documents- Design Team Deadline: 01/30/26 • Preparation of Guaranteed Maximum Price- CM/GC Deadline: 02/27/26 • Review and consideration of the Guaranteed Maximum Price- 03/02/26 through 03/06/26 City Council construction contract approval 03/24/26 • City of Aspen permitting Deadline: 04/01/26 • Construction 4/13/26 to 6/12/26 • Training/Lap Pool Replastering 9/7/26-9/28/26 4.0 SCOPE OF SERVICES Strategic Kick-Off The consultant will participate in a 3 hour strategic kick off meeting and site visit with the full Project Team to discuss the Aspen Recreation Center Facility Improvements Design Schedule and Construction Schedule. 57 Page 10 of 12 Existing Building Drawings and Schematic Design Based on information from the kick off meeting, the Design Team will prepare: A. Existing building drawings to include as-built drawings of interior spaces that will require renovation. Interior spaces will only include the facility Boiler Room and Moore Pool Natatorium. Measure and evaluate the existing spaces to confirm horizontal dimensions, vertical dimension, existing floor elevations, structural elements, electrical, plumbing and mechanical systems. These Auto Cad backgrounds will be utilized by the full Project Team. B. Schematic Design to include plans and elevations for interior infrastructure that will require renovation. Drawings shall include: i. Code analysis to include City of Aspen currently adopted codes. Please see link below: https://aspen.gov/197/Energy-Building-Codes ii. Floor plans iii. Elevations iv. Details/Cross Sections v. Geotechnical recommendations vi. Mechanical drawings vii. Structural drawings viii. Electrical drawings (coordinate with Electrical Engineer) ix. Draft specifications in 3 part format. This document should be separate from the design drawings and presented in Microsoft Word format. Note: Mechanical and Electrical specifications may be included on the drawing sheets. Permit Drawings and Construction Documentation Based on feedback from the schematic design development phase, the consultant shall prepare and submit permit drawings and construction documentation. All documents to be sealed by Colorado licensed Architect and Colorado licensed Engineers. i. Code analysis to include City of Aspen currently adopted codes. Please see link below: https://aspen.gov/197/Energy-Building-Codes ii. Floor plans iii. Elevations iv. Details/Cross Sections v. Geotechnical recommendations vi. Mechanical drawings vii. Structural drawings viii. Electrical drawings ix. Specifications in 3 part format. This document should be separate from the design drawings and presented in Microsoft Word format. Note: Mechanical and Electrical specifications may be included on the drawing sheets. x. Reply to City of Aspen Community Development questions during the permit review process. Construction Administration Attendance at weekly project meetings, replying to Requests for Information and issuing Architect’s Supplemental Instructions during construction. Construction Administration Services are not to be included in this proposal. 58 Page 11 of 12 Once the Construction Schedule is determined, a proposal will be issued to the City of Aspen for Construction Administration services for Architectural, Mechanical Engineering, Structural Engineering and Geotechnical Engineering. 5.0 PROPOSAL FORMAT AND INFORMATION REQUIREMENTS All proposals will follow the format as outlined below. Failure to do so may result in disqualification. Please maintain clarity and brevity in your Proposal. Section 1 Introduction Introduce Design Professional’s key staff and resources to be assigned to this project. Include primary point of contact person’s name, phone number and email address for purposes of this procurement process. Section 2 Qualifications and Experience Provide a resume of similar projects. Include the name, description, location, cost, client and contact information for outside sub-consultants who will be retained to work on this project. Section 3 Approach to Project Include a complete scope of work and schedule that includes special considerations for the project and any alternatives that can be identified. Include any other work to complete the design work, not specifically listed in this RFP that you feel necessary. Section 4 References Include a minimum of five references that include project name, year work was completed, contact name, phone number and email address. Section 5 In Addition Include any additional graphic illustrations, images or other information that would be relevant to the evaluation of your Proposal. Section 6 Fee Proposal and Schedule Include fee proposal for professional services and project schedule. 6.0 LEGAL REQUIREMENTS 6.1 The City reserves the right to reject any or all Proposals or accept what is, in its judgment, the Proposal which is in the City's best interest. The City further reserves the right, in the best interests of the City, to accept a late submittal or to waive any technical defects or irregularities in any and all Proposals submitted. 6.2 Pursuant to the Colorado Open Records Act, C.R.S. Section 24-72-200.1 (CORA), any and all of the documents that are submitted to the City of Aspen may be deemed public records subject to examination and inspection by third parties. The City of Aspen reserves the right, at its sole discretion, to release for inspection or copying any document, plan, specification, proposal or other writing submitted pursuant to this request. Candidates should identify any portion of their proposals which they consider confidential. 59 Page 12 of 12 6.3 In order to fully understand the legal parameters of the City’s procurement process and contractual requirements, Respondents must review Exhibit A Instructions for Offerors of Professional Services 6.4 By participating in the City’s procurement process, you are agreeing to the terms and conditions of the procurement process and the legal parameters of doing business with the City without change. 7.0 EXHIBIT The following files are attached for your use and reference as needed to properly respond to the RFP request: • Exhibit A – Instructions to Offerors of Professional Services 60 Addendum Description Addendum 1 is to: 1. move Pre-bid meeting starting time form 10am to 11am Aug 26th. 2. provide Dropbox Link to added drawings/report in section 7.0 Exhibits Exhibit B -Drawings and Geotech report via Dopboxlink. -Aspen Recreation Center drawings Volume 1- Rev. 4 dated September 14, 2001 -Aspen Recreation Center drawings Volume 2- Rev. 3 dated March 30, 2001- Out to Bid -Preliminary Geotechnical Study for Iselin Park Master Plan- Aspen, CO dated October 22, 1997. Note: Boring #6, page 13, is the closest point to where the Moore Pool is currently located. - Aspen Rec Center Pool and Deck Areas Notice Modifications Category Modifications Added Documents[A] Notice Information From Value To Value Pre-Bidding Events Job-Walk Visit Job-Walk Visit Mandatory Mandatory 8/26/25 10:00 AM MST/MDT 8/26/25 11:00 AM MST/MDT Aspen Recreation Center at 0861 Maroon Creek Road Aspen, CO 81611 Aspen Recreation Center at 0861 Maroon Creek Road Aspen, CO 81611 A mandatory pre-proposal conference will be held at the Aspen Recreation Center 0861 Maroon Creek Road Aspen, CO on Tuesday, August 26, 2025 at 10:00 a.m. Attendance at the pre-proposal conference is mandatory. A mandatory pre-proposal conference will be held at the Aspen Recreation Center 0861 Maroon Creek Road Aspen, CO on Tuesday, August 26, 2025 at 11:00 a.m. Attendance at the pre-proposal conference is mandatory. Added Categories No Categories Added Removed Categories No Categories Removed Document Size Uploaded Date Language updated RFP-Addendum 1 [pdf]464 Kb 08/15/2025 04:53 PM EDT English 2025-301 - Professional Design Services for the Aspen Rec ...Addendum No: 1 (Published) 08/24/2025 09:34 PM EDT Page 1 of 1 61 Page 1 of 2 City of Aspen Request for Proposals Professional Design Services for the Aspen Recreation Center Facility Improvements Project # 2025-301 Addendum #2 Date of Issue: August 29, 2025 SUMMARY: Addendum #2 provides answers to questions posed by proposers and other clarifications. The following revisions, clarifications, additions and/or deletions are hereby made a part of the Contract Documents and plans f or the above referenced project fully and completely as if the same were fully set forth therein. PROPOSAL REQUIREMENTS A. Proposers are required to acknowledge receipt of this Addendum #2. ADDITIONS AND DELETIONS: A. Please see Reference and Supporting Documents below and attached. REFERENCE AND SUPPORTING DOCUMENTS: A. August 26, 2025 at 11:00 a.m. Mountain Time- Professional Design Services Mandatory Pre-proposal conference meeting attendance list B. August 26, 2025- Brad Fite visual presentation C. August 26, 2025-Pre proposal meeting agenda 62 Page 2 of 2 ADDITIONAL COMMENTS: 1. Page 7 of the Request for Proposals- Mechanical Engineering services primarily consist of plumbing design. 2. Page 9 of the Request for Proposals- Clarification regarding General Work Scope Item D. Boiler Room Floor, Drains and Domestic Hot Water storage tanks replacement. Boilers and pumps have recently been replaced. These boilers and pumps will be removed from the space and piping left in place. Existing hot water tanks inside the boiler room will be removed and replaced with two (2) 1,000 gallon tanks. The existing concrete floor and equipment pads will be removed and replaced. The existing boilers and pumps will be reinstalled and piping reconnected. 3. The City of Aspen confirmed that the Pool Natatorium drains failed soon after completion of construction of the facility with construction mitigation work completed that was not 100% effective. SUBMITTED REQUESTS FOR INFORMATION AND RESPONSES: None END OF ADDENDUM NUMBER 2 63 64 65 Page 1 of 3 Mandatory Pre-proposal meeting Wednesday, August 26, 2025 at 1100 hours Location: Aspen Recreation Center 0861 Maroon Creek Road Aspen, CO AGENDA Projects: Construction Manager/General Contractor for the Aspen Recreation Center Facility Improvements. Project #2025-300 Professional Design Services for the Aspen Recreation Center Facility Improvements. Project #2025-301 1. Sign-in sheet 2. Project Location Aspen Recreation Center 0861 Maroon Creek Road Aspen, CO 81611 3. General Work Scope A. Training Pool Replastering • Utilize hydrodemo process only • Pressure test lines prior to committing to plaster • Install new fittings for drains • Install new fittings for return lines • Install new deck surface material (e.g.: stone, tile) 66 Page 2 of 3 B. Training Pool Overflow Gutter/Drain solution • Install standard, consistent sized pool perimeter drains and grates appropriate for an indoor swimming pool environment and loading from a maintenance scissor lift machine C. Pool Natatorium Decks and deck drain replacement • Protect/cover play pool and hot tub to prevent construction debris from entering pools • Remove existing stamped, colored concrete pool decks • Remove existing deck drains and subterranean drain lines compromised by differential settlement • Mitigate subsurface conditions • Install new drain infrastructure and subsurface materials • Replace stamped colored concrete pool decks D. Boiler Room Floor, Drains and Domestic Hot Water storage tanks replacement • Remove existing concrete floor and equipment pads • Remove and replace compromised floor drain pipe infrastructure compromised by differential settlement • Remove and replace glass-lined A.S.M.E. rated hot water storage tanks • Remove and replace water softener equipment E. Remove and replace large sections of sanitary sewage pipes within the facility 4. Procurement Timeline The procurement process schedule is tentatively set below. The City reserves the right to modify the schedule for any reason including its own convenience. 8/26/25: Mandatory pre-proposal meeting at 11:00 a.m. 9/3/25: Final Questions Due by 11:59 p.m. 9/9/25: Proposal packages due by 2:00 p.m. 9/17/25: Selection or Short List Announced 10/8/25: Award recommendation issued by City of Aspen Staff 10/19/25: Signed contract receipt from Proposer 10/20/25: Staff Memo deadline for City Council 10/28/25: City Council Approval 67 Page 3 of 3 5. Project Schedule Draft project milestones: • City Council design contract approval 10/28/25 • Schematic Design Documents preparation-Design Team Deadline: 11/25/25 • Preparation of Construction Cost Estimate-SD-CM/GC Deadline: 01/09/26 • 100% Construction Documents- Design Team Deadline: 01/30/26 • Preparation of Guaranteed Maximum Price- CM/GC Deadline: 02/27/26 • Review and consideration of the Guaranteed Maximum Price- 03/02/26 through 03/06/26 City Council construction contract approval 03/24/26 • City of Aspen permitting Deadline: 04/01/26 • Construction 4/13/26 to 6/12/26 • Training/Lap Pool Replastering 9/7/26-9/28/26 6. Review of Invitations to Bid a. Construction Manager/General Contractor for the Aspen Recreation Center Facility Improvements. Project #2025-300 b. Professional Design Services for the Aspen Recreation Center Facility Improvements. Project #2025-301 7. Existing Conditions – images review + facility Natatorium conditions walk 8. Current Issues/New Business a. Questions 9. Adjournment END OF PRE-PROPOSAL MEETING AGENDA 68 69 70 71 72 73 74 75 76 77 78 79 Page 1 of 4 City of Aspen Request for Proposals Professional Design Services for the Aspen Recreation Center Facility Improvements Project # 2025-301 Addendum #3 Date of Issue: September 4, 2025 SUMMARY: Addendum #3 provides answers to questions posed by proposers and other clarifications. The following revisions, clarifications, additions and/or deletions are hereby made a part of the Contract Documents and plans f or the above referenced project fully and completely as if the same were fully set forth therein. PROPOSAL REQUIREMENTS A. Proposers are required to acknowledge receipt of this Addendum #3. ADDITIONS AND DELETIONS: None REFERENCE AND SUPPORTING DOCUMENTS: Exhibit E – Moore Pool Replaster Specifications ADDITIONAL COMMENTS: None 80 Page 2 of 4 SUBMITTED REQUESTS FOR INFORMATION AND RESPONSES: Question 1 - There is a Geotech report referenced in FOUNDATION NOTES of the document titled ARC Prints Vol 1 (Iselin Pool/Ice Center plan dated 3/30/01) on pdf pg 71 (Sheet S0.1). Note 1 - Can we get a copy of the CTL Thompson report with project #GS-3129 and dated October 11, 2000? Note 2 - calls for the contractor to retain a soils engineering firm to identify areas of poor soils and to monitor subgrade preparation. Who was the engineering company retained? Are there daily reports, construction observations or com paction reports etc. you can share? City of Aspen Reply: We have not been able to locate this information prior to the proposal submission deadline. We will continue to research this information. If we are able to locate this information, we will provide this to the selected Project Team. Question 2 - On the RFP Addendum #2 dated August 29, 2025 under ADDITIONAL COMMENTS bullet point 3 “The City of Aspen confirmed that the Pool Natatorium drains failed soon after completion of the construction of the facility with construction mitigation work completed that was not 100% effective.” Can we have the details on mitigation work? Who performed the mitigation work? What mitigation action was performed? City of Aspen Reply: Materials were partially removed and not all levels of below-grade piping were exposed or addressed. Question 3 – Are there any construction photos of the excavation in the pool areas that can be shared? City of Aspen Reply: Photographs as delivered by the general contractor from initial construction will be provided to the selected Project Team. Question 4 – Will the concrete decks around the pool be removed before Geotechnical investigating is performed? City of Aspen Reply: The concrete decks will be not be removed prior to the geotechnical investigation. The Project Team will determine the needs and methodology for determining the existing geotechnical conditions. Question 5 – Will there be a contractor on site that can cut through the concrete deck in multiple locations to provide access to the soil below? City of Aspen Reply: The Project Team will determine the needs and methodology for determining the existing geotechnical conditions. Question 6 – Will the contractor have a small excavator on site to dig test pits below the concrete? City of Aspen Reply: The Project Team will determine the needs and methodology for determining the existing geotechnical conditions. Question 7 - We are assuming that “replacing existing overflow gutters and pool perimeter drains at the 81 Page 3 of 4 training/lap pool” entails replacing the existing overflow gutter grating, and providing new grating with proper support. Additionally, a new waterproofing layer can be added to the interior gutter trough. Can the City confirm that this is the scope of work desired? City of Aspen Reply: This is the scope of work that the City of Aspen anticipates with the current knowledge of the failure areas. The Project Team will determine the needs and methodology for addressing this issue. Question 8 - Is there a required limit to the length of the RFP response? City of Aspen Reply: No Question 9 - Are any additional forms or documents required to be submitted at the time of the RFP response, i.e. proof of insurance, certificate of good standing etc? City of Aspen Reply: Certificate of Insurance will be required from the selected winning vendor. Question 10 - Is there an anticipated construction budget? City of Aspen Reply: The City of Aspen has prepared a construction budget for the project that will not be disclosed. Proposals should identify costs associated with the identified scope of work. The work of the Project Team will be critical to determine the final work scope and construction budget for the project. Question 11 - Has the Building Department confirmed this falls within the constraints of a Repair Permit? City of Aspen Reply: The City of Aspen Community Development Department has not provided a confirmation regarding the permitting required for the project. The Project Team will be involved in permit coordination with City of Aspen Community Development / Building Department for facility repair work at the Aspen Recreation Center. Question 12- Can additional clarity be provided for specific areas that sanitary waste drain line replacement is required or will that need to be confirmed in the as-built exploration and verification? City of Aspen Reply: The extent of the sanitary waste drain line replacement will need to be confirmed during the as-built exploration and verification process. Question 13- Will the existing drawings be available in CAD format or only in the PDF/scans provided? City of Aspen Reply: All existing editable design drawing (.dwg) files (mechanical, structural, architectural) will be provided to the selected Project Team, however the Project Team must field verify information. The drawing (.dwg) information provided by the City is not warrantied to be 100% accurate as-built drawing information. Question 14- Will the selected CMGC hire a pool sub-contractor/consultant to assist during both design and construction w/ requested pool improvements and pool drains? Or should that be included in the Professional Design Services Scope? City of Aspen Reply: Comprehensive swimming pool design services are NOT required. The layout/shell of the existing Moore Pool will not change. Scope of work includes three essential components: 1) Perimeter drain 82 Page 4 of 4 replacement, 2) Pool surface refurbishment/replaster, 3) Replacement of stamped concrete pool decks. Please refer to Exhibit E – Moore Pool Replaster Specifications. The CM-GC will include a qualified pool renovation company as part of the Project Team. Question 15- Given the minimal equipment being replaced and the desire to match many of the existing finishes where materials are being removed, the opportunities for sustainable enhancements are unclear. Are there any specific sustainable goals that can be shared? City of Aspen Reply: There are not specific sustainability goals for the project. However, the Project Team will work together to identify materials and methods that can assist in sustainability of the project. Question 16- Will the selected CMGC engage w/ a surveyor or other service to verify all natatorium area floor slopes and spot elevations or should the professional design services team include that detailed verification and documentation scope? City of Aspen Reply: The professional design services team should include services that verify floor slopes and elevation. END OF ADDENDUM NUMBER 3 83 Exhibit E – RFP Design Services for the Aspen Recreation Center Facility Improvements Moore Pool Replaster SCOPE OF WORK a. Plaster Removal – Contractor shall clearly specify all steps to be taken for the removal of existing plaster. A full Chip-out and/or Hydro-demo may be preferred but other proposed procedures will be considered. Contractor shall provide specific cost details for the full Chip-out and any other proposed alternates separately up to and including Hydro-demo with debris netting. Contractor shall remove all plaster, and coordinate removal and staging with City representatives. Installing new plaster over existing plasters will not be permitted. b. Substrate Repair – Contractor shall use industry approved methods to locate and repair any hollow, soft or otherwise unsound areas of the pool structure discovered during the process of plaster removal. Any exposed rebar must be properly treated, sealed and bedded during the project. Contractor shall propose and price methods to be used to staple or otherwise repair any shell cracks uncovered during demolition on a per foot basis. c. New Stair Installation – Contractor shall install a new set of stairs or ladders as required. The selected contractor shall supply relevant custom or standard construction details for the new stairs or ladders prior to mobilization, including but not limited to the type and placement of rebar, anchors, radius’, ground undercuts to key stairs to structure, handrail types, installation and hardware specifications. Tread tile, stair treads and risers and all other design parameters shall meet current codes. Handrails shall be of 316 Stainless steel (304 Stainless shall not be allowed). d. Preparation for Re-plastering – Contractor shall, in addition to Plaster Removal, completely specify the materials and methods proposed to ensure that the new plaster will achieve a lasting bond and to meet the requirements for the manufacturer’s warranty on the plaster. e. Tile – Contractor shall remove existing tiles and replace tiles with those chosen through an approved submittal. New tile shall be expertly installed with smooth transitions and consistent grout lines according to industry standards. f. Replacement of White Goods – All existing Waterway Brand Model #640-9000 adjustable in-floor return fittings shall be removed, replaced and hydraulically sealed to prevent shell leaks, and the pipes hydrostatically tested prior to re-plastering. Alternate specifications may be proposed and submitted for consideration during the bid process. Main drains, including frames, shall be removed and replaced with new ones. g. Plastering - Contractor shall provide in the bid submission a thorough and complete explanation of the steps and methodology to be followed during the process of installing plaster. Care shall be taken prior to plastering to ensure all debris has been removed from the adjacent site to prevent its inclusion into the new plaster. Plaster shall be installed to a minimum thickness of 0.75” for a full coat. Bond coat applications shall not be allowed. Steps shall detailed and subsequently taken to prevent rubble or contaminants that result from demolition and replastering from entering and damaging downstream pipes and sand filters. 84 City of Aspen Moore Pool Replaster h. Construction Cleaning – Contractor shall return the Facility to a condition of cleanliness the same as or better than the existing conditions as documented prior to the start of this project. Any touch-up paint or the purchasing of replacement items should be coordinated with City of Aspen staff. i. Pool and Facility Protection – Contractor shall be responsible for the protection and preservation of all existing infrastructure, and shall safeguard the following but not limited to: natatorium walls, floors, finishes, ductwork, glazing, hardware, attachments, piping, filters, strainers, pumps, tile, light fixtures, conduits, and white goods not removed/replaced as part of this project. All debris or damage must be corrected prior to final project closeout and payment. j. Additional Component Replacement - Replacement of main drains, jets, skimmers and light niches shall each be priced separately as additional alternate work. Clear specifications shall be provided by Contractor for the proposed materials, methods, and White Goods to be installed. Consideration shall be given to Contractors proposing and justifying products that are superior to existing in terms of durability and use. Any White Goods replaced shall be hydraulically sealed and provision made to key new plaster into the substrate and fittings. k. Schedule – Contractor shall provide a proposed project schedule and timeline beginning on or around September 7, 2026, included with bid submittal. REFERENCE STANDARDs A. Department of Public Health B. National Plasterers Council (NPC), ANSI/APSP/ICC/NPC American National Standard for the Plastering of Swimming Pools and Spas. C. Water Recreation Facilities Standards D. National Sanitation Foundation (NSF) Standard 50 E. Uniform Plumbing Code F. Uniform Building Code G. The following list is a summary of acceptable Fittings, Plaster and materials. Any changes/alternates must be submitted and approved by City of Aspen. Further information and quantities may be found in the Bid Tab section for white goods replacement. Pool Fittings Wicor, Hayward, Jacuzzi, Frost, Pac Fab, FPI Pool Plaster SGM - Diamond Brite – NO SUBSTITUTIONS Strainers Mermade, Hayward, Nemato QUALITY ASSURANCE 85 City of Aspen Moore Pool Replaster A. All work to be of the highest quality according to best trade practice and in strict accordance with manufacturers printed specifications. SHOP DRAWINGS AND SUBMITTALS A. Contractor shall provide a schematic drawing with a brief written summary of proposed work regarding 1.1.C of the Scope of Work Section upon submission of bid packet. B. At least one week prior to mobilization, or prior to the pre-construction meeting, the selected contractor shall submit shop drawings to show proposed material, reinforcement, anchorage, fastenings and method of installation for 1.1.C of the Scope of Work. Construction details should accurately reflect actual job conditions. This applies to stairs, railings, installation details for White Goods and any other proposed additions. At that time, contractor shall also provide copies of all current manufacturer’s directions, specifications and warranty provisions. C. Contractor must provide references and a list of similar projects successfully completed. D. Contractor shall provide evidence of relevant training and/or manufacturers certification for the proper installation of the plaster specified by bidder. WARRANTIES A. In addition to contractual warranties, work shall be performed in accordance with manufacturer’s specifications so as not to invalidate manufacturer’s warranties. . TESTING A. All underground pool piping shall be tested and passed prior to re-plastering, and shall be tested again four days after plaster installation. B. All pool related piping shall be tested to a minimum of 1.5 times system working pressure, or 75 psi, whichever is greater, for a period of eight hours C. All piping or newly installed White Goods that fail tests will be replaced at no cost to the owner D. All PVC pipe pressure tests shall be with water or glycol. Air pressure tests are not permitted E. All pressure tests to be documented and delivered to owner. Document to indicate what is being tested, start/finish times of test, pressure start pressure, finish pressure and witness. 86 City of Aspen Moore Pool Replaster COMMISSIONING A. Provide complete commissioning of all pool systems altered, repaired or modified as part of this project to ensure proper circulation of water within the pool(s), absence of leaks, and that pool filling and chemical balances specified by the plaster manufacturer are followed and documented. Further commissioning included as an appendix to this scope. B. Coordinate with the City of Aspen Staff for the filling and start-up of the system. The Contractor shall be responsible for correcting any deficiencies resulting from work on this project. C. Verify systems are fully balanced per drawings, manufacturer’s recommendations, and original pool specifications. D. Pre-Commissioning review (to be completed prior to start up). 1. Overall View of Installation 1.1 Review drawings/schematics with shop drawings. Confirm equipment sizes, clearances and performances with specification. 2. Check location of equipment with regards to other equipment, such that piping may be minimized without affecting the performance of the systems. (ex. pumps, filter room, heat exchanger, chemical treatment, pool supply). E. System Pre-Start Up 1. Filtration System 1.1 Confirm basket and Y-strainer are clean 1.2 Confirm no construction debris or plaster is in the pipes or strainers. 1.3 Contractor is responsible for removal of all debris from pipes. 1.4 Contractor is responsible for removal of all debris from strainers. 1.5 Contractor is responsible for removal of all debris from filters. 1.6 Contractor is responsible for sand-bed replacement if damaged by plaster. 2. Pool Filters 2.1 Verify that no plaster and/or construction debris has entered or damaged the sand filters. I. Follow Diamond Brite Commissioning Specification included as an appendix. BALANCING A. Balance all pool systems to achieve desired results, in accordance with the original pool specifications or best practice. 87 City of Aspen Moore Pool Replaster B. Obtain from the pool fitting supplier, balancing information for all inlet and adjustable fittings and set fitting as required to specified flow rates (exception, see 1.10F below). C. Balance all equipment when the filter is fully loaded. All by-pass lines to be balanced per equipment selections. Re-check bypass flow rates when filter is cleaned confirming if system is within design range. Provide all data to consultants for review. D. Balance all water features to specified amount. Adjust balance to suit owner, and Consultants requirements. E. Throttle pump output valves to meet final system flow rates. F. In lieu of balancing, contractor may verify and record existing height of adjustable inlet fittings openings prior to removal/replacement and then reset the new fittings to the same gap. ADDITIONAL OR ALTERNATE WORK A. Replacement of underwater lighting niches (Submittal and approval required) SUBSTANTIAL COMPLETION A. The project will not be declared substantially complete unless all pool systems, including commissioning, are fully complete and operational to the satisfaction of the engineer. B. Contractor to collaborate with City staff for any local health department inspection, if required, to obtain a certificate of approval before substantial completion of the project. 88 City of Aspen Moore Pool Replaster PART 2 - PRODUCTS POOL PIPING AND VALVES A. Pipe SERVICE MATERIAL Pool water (buried) PVC Sch. 40 Type 1 Grade 1, (concrete encased) Pool water (unburied) maximum 95°F PVC Sch. 40 Type 1 Grade 1 Pool water over 95°F P.V.C. Sch. 80; CPVC, Sch. 40, Type 4, Grade 1 B. Pipe Fittings SERVICE MATERIAL JOINT Pool water PVC, Sch. 40 Solvent welded, flanged Pool water (to\from heater) Wrought copper, bronze or cast brass/bronze, flanged, welded. Chemical feed Polyethylene compression flanged, Ozone/air mixture Stainless Steel (Grade 316L) welded, compression flanged Ozone/water mixture PVC Sch. 80 solvent welded, flanged C. Gaskets 1. Gaskets and sealer shall be specifically labelled for use with piping and pool chemicals used. POOL EQUIPMENT A. Quality Assurance 1. All equipment shall be tested & approved ANSI/NSF Standards 50 and labelled for use in pool applications. B. Pool Fittings 1. Pool 1.1 Main Drain (MD-1) Hayward Model SP-1033 18” x18” with white grate and frame, min of 175 in2 free area. Hydrostatic Relief: Jacuzzi Model RV300 2”x2¼” long valve with vertical check valve, collection tube (SCH.80 PVC) and no leak flange.(Hydrostatic relief required on each drain) 1.2 Floor Inlets (FI=1) 89 City of Aspen Moore Pool Replaster Hayward Model SP-1425 1½” FIP x 2” MIP fully adjustable inlet. Units shall have stationary top diffuser plate with internal spin disc and “O” ring seal. Where inlets are on lane markers they shall be with all black or charcoal in colour. All other shall be white. 1.3 Gutter Drains (GD-1) Open end pipe at bottom of gutter refer to detail. 1.4 Skimmers (SK-1) N/A 2.5 Skimmers (SK-2) N/A 3. Swirl Pool 3.1 N/A 3.2 Wall Inlets (W-1) N/A 3.3 Hydro-Air Inlet (HA-1) N/A 3.4 Skimmers (SK-1) N/A 3.5 Skimmers (SK-2) N/A PART 3 - EXECUTION POOL PIPING & VALVES 90 City of Aspen Moore Pool Replaster A. All piping that penetrates the pool, large tank or gutter walls shall be protected with a water stop flange. Minimum flange size shall be 75 mm minimum larger than pipe B. All buried pool piping shall be encased in concrete with a minimum of 75 mm of cover. Suitable reinforced concrete cover with re-bar @ 300 mm O.C. or as required by the Structural Engineer. Maintain hydrostatic pipe test when encasing pipe in concrete. C. Schedule 40 P.V.C. shall not be threaded on site. Drill and tapping is not allowed. Use saddles for large differential connections. D. Solvent Cement 1. All cementing shall be done at temperatures exceeding 41°F. 2. Piping must be cut square and all burrs removed from inside and outside of cut end of pipe. 3. All piping shall be cleaned prior to cementing. 4. Follow manufacturers published literature for priming and gluing of pipe ensuring the use of correct size of brush and that fittings are twisted 90° prior to glue setting. 5. For pipes over 300 mm, joints shall be clamped for specified curing time. POOL FITTINGS A. All pool fittings to have nonmetallic parts therefore no grounding required. B. Ladders/ladder sockets or lighting niche components that are metallic shall be bonded to meet current code requirements. 91 Document A232® – 2019 General Conditions of the Contract for Construction, Construction Manager as Adviser Edition Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Documents A132™–2019, Standard Form of Agreement Between Owner and Contractor, Construction Manager as Adviser Edition; B132™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Adviser Edition; and C132™–2019, Standard Form of Agreement Between Owner and Construction Manager as Adviser. for the following PROJECT: (Name, and location or address) City of Aspen- Aspen Recreation Center Facility Improvements Project #2025-300 0861 Maroon Creek Road Aspen, CO 81611 THE OWNER’S REPRESENTATIVE: (Name, legal status, and address) Phil Vaughan Construction Management, Inc. 1038 County Road 323 Rifle, CO 81650 THE OWNER: (Name, legal status, and address) City of Aspen 427 Rio Grande Place Aspen, CO 81611 THE ARCHITECT: (Name, legal status, and address) Rosenfeld Design, LLC 81 Crescent Place Glenwood Springs, CO 81601 THE CONTRACTOR also referred to as Construction Manager/General Contractor: (Name, legal status, address, and other information) PNCI Construction Inc. 553 25 ½ Road Grand Junction, CO 81505 92 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 2 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT AND OWNER’S REPRESENTATIVE 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES 16 OWNER’S SPECIFIC ADDITIONAL CONCERNS 17 WORKER WITHOUT AUTHORIZATION 93 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 3 ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents. The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor’s bid or proposal, or portions of addenda relating to bidding or proposal requirements. § 1.1.2 The Contract. The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect’s consultants, (2) between the Owner and the Owner’s Representative or the Owner’s Representative’s consultants, (3) between the Owner and the Architect or the Architect’s consultants, (4) between the Contractor and the Owner’s Representative or the Owner’s Representative’s consultants, (5) between the Owner and a Subcontractor or Sub-subcontractor (6) between the Owner’s Representative and the Architect, or (7) between any persons or entities other than the Owner and Contractor. The Owner’s Representative and Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of their duties. § 1.1.3 The Work. The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project. The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by other Contractors, and by the Owner’s own forces and Separate Contractors. § 1.1.5 Contractors. Contractors are persons or entities, other than the Contractor or Separate Contractors, who perform Work under contracts with the Owner that are administered by the Architect and Owner’s Representative. § 1.1.6 Separate Contractors. Separate Contractors are persons or entities who perform construction under separate contracts with the Owner not administered by the Architect and Owner’s Representative. § 1.1.7 The Drawings. The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. § 1.1.8 The Specifications. The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.9 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.10 Initial Decision Maker. The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. 94 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 4 § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and retain all common law, statutory, and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, sub-subcontractors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub-subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to any protocols established pursuant to Sections 1.7 and 1.8, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, and the Architect’s consultants. § 1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building 95 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 5 Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.8 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the Owner’s Representative and the Architect do not have such authority. The term "Owner" means the Owner or the Owner’s Project Manager. § 2.1.2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of, or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein. § 2.2 Evidence of the Owner’s Financial Arrangements § 2.2.1 Prior to commencement of the Work, and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If commencement of the Work is delayed under this Section 2.2.1, the Contract Time shall be extended appropriately. § 2.2.2 Following commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract only if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) the Contractor identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of the Contractor’s request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided in the Contract Documents. § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as "confidential," the Contractor shall keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose "confidential" information, after seven (7) days’ notice to the Owner, where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or by court or arbitrator(s) order. The Contractor may also disclose "confidential" information to its employees, consultants, sureties, Subcontractors and their employees, Sub-subcontractors, and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, 96 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 6 assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Unless otherwise provided under the Contract Documents, the Owner, assisted by the Owner’s Representative, shall secure and pay for the building permit. § 2.3.2 The Owner shall retain an Architect lawfully licensed to practice Architecting, or an entity lawfully practicing Architecting, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 The Owner shall retain a Owner’s Representative adviser lawfully practicing construction management in the jurisdiction where the Project is located. That person or entity is identified as the Owner’s Representative in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.4 If the employment of the Owner’s Representative or Architect terminates, the Owner shall employ a successor Owner’s Representative or Architect to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Owner’s Representative or Architect, respectively. § 2.3.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.3.6 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Contractor’s performance of the Work with reasonable promptness after receiving the Contractor’s written request for such information or services. § 2.3.7 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.3.8 The Owner shall forward all communications to the Contractor through the Owner’s Representative. Other communication shall be made as set forth in Section 4.2.6. § 2.4 Owner’s Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.5 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to review by the Owner’s Representative and prior approval of the Architect, and the Owner’s Representative or Architect may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Owner’s Representative’s and Architect’s and their respective consultants’ additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction 97 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 7 where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor’s authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Owner’s Representative or Architect in their administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.5, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Owner’s Representative and Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Owner’s Representative in such form as the Owner’s Representative and Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Owner’s Representative and Architect any nonconformity discovered by or made known to the Contractor as a request for information submitted to Owner’s Representative in such form as the Owner’s Representative and Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, subject to section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and Construction Procedures § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner, the Owner’s Representative, and the Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. The Owner’s Representative shall review the proposed alternative for sequencing, constructability, and coordination impacts on the other Contractors. Unless the Architect or the Owner’s Representative objects to the Contractor’s proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. 98 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 8 § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of the Project already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect, in consultation with the Owner’s Representative, and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner, Owner’s Representative, and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner’s Representative or Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. § 3.6 Taxes All purchases of construction or building materials shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. The Owner’s State of Colorado tax identification number is 98-04557. The Owner’s Federal Tax Identification Number is 84-6000563. § 3.7 Permits, Fees, Notices, and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Owner, assisted by the Owner’s Representative, shall secure and pay for the building permit. The Contractor shall secure and pay for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. 99 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 9 § 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner, Owner’s Representative, and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Architect and Owner’s Representative will promptly investigate such conditions and, if the Architect, in consultation with the Owner’s Representative, determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Architect, in consultation with the Owner’s Representative, determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner, Owner’s Representative, and Contractor, stating the reasons. If the Owner or Contractor disputes the Architect’s determination or recommendation, either party may submit a Claim as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner, Owner’s Representative, and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents: .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. No subcontractor shall perform work on the site without the presence of the Superintendent or Assistant Superintendent. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect, through the Owner’s Representative, of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Owner’s Representative may notify the Contractor, stating whether the Owner, the Owner’s Representative, or the Architect (1) has reasonable objection to the proposed superintendent or (2) require additional time for review. Failure of the Owner’s Representative to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner, Owner’s Representative, or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner’s consent, which shall not unreasonably be withheld or delayed. The Contractor shall designate a second 100 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 10 person in charge in writing in the event the Superintendent is temporarily absent due to illness, vacation, or any other cause(s). § 3.10 Contractor’s Construction and Submittal Schedules § 3.10.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner’s and Architect’s information, and the Owner’s Representative’s use in developing the Project schedule, a Contractor’s construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. The Contractor shall cooperate with the Owner’s Representative in scheduling and performing the Contractor’s Work to avoid conflict with, and as to cause no delay in, the work or activities of other Contractors, or the construction or operations of the Owner’s own forces or Separate Contractors. § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Owner’s Representative’s and Architect’s approval. The Architect and Owner’s Representative’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Owner’s Representative and Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall participate with other Contractors, the Owner’s Representative, and the Owner in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Owner’s Representative. The Contractor shall make revisions to the construction schedule and submittal schedule as deemed necessary by the Owner’s Representative to conform to the Project schedule. § 3.10.4 This Contractor’s Construction Schedule will include, but is not limited to, work activities required by each section of the specifications as listed in the Contract Documents to complete the Work . The duration and sequence for each work activity and dependency of the work activity on other work activities will be generated by the Contractor. The Construction Schedule is to be used, among other functions, to provide a comprehensive planning tool for completion of both the Work and the Project. The Contractor will provide regular schedule updates issued in .pdf and native Microsoft Project file formats. The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner, Owner’s Representative, and Architect, and incorporated into the approved Project schedule. § 3.10.5 The Contractor shall cooperate with the Owner’s Representative as Adviser in scheduling and performing the Contractor’s Work to avoid conflict, delay in or interference with the Work of other Contractors or the operations of the Owner’s own forces. § 3.10.6 The Contractor shall produce a short interval schedule (5 week look-ahead) on major weekly work activities. At each weekly job meeting this schedule will be reviewed by the Contractor with all affected Subcontractors and the Owner’s Representative. § 3.10.7 Delivery and Storage. The Contractor shall exercise due diligence in ensuring that all equipment, material, and supplies are delivered in advance of the date they are required on the project. § 3.11 Documents and Samples at the Site The Contractor shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Owner’s Representative, Architect, and Owner, and delivered to the Owner’s Representative for submittal to the Owner upon completion of the Work as a record of the Work as constructed. 101 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 11 § 3.12 Shop Drawings, Product Data, and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect and Owner’s Representative is subject to the limitations of Sections 4.2.10 through 4.2.12. Informational submittals upon which the Owner’s Representative and Architect are not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Owner’s Representative or Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Owner’s Representative, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the Project submittal schedule approved by the Owner’s Representative and Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of other Contractors, Separate Contractors, or the Owner’s own forces. The Contractor shall cooperate with the Owner’s Representative in the coordination of the Contractor’s Shop Drawings, Product Data, Samples, and similar submittals with related documents submitted by other Contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner, Owner’s Representative, and Architect, that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been reviewed and approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect’s approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Owner’s Representative and Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect’s approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Owner’s Representative and Architect on previous submittals. In the absence of such notice, the Architect’s approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or Architecting unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor’s responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. 102 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 12 § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to the Architect. The Owner, the Architect, and the Owner’s Representative shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Owner’s Representative shall review submittals for sequencing, constructability, and coordination impacts on other Contractors. § 3.12.10.2 If the Contract Documents require the Contractor’s design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Owner’s Representative and Architect at the time and in the form specified by the Architect. § 3.12.11 Before ordering any material or doing any Work, the Contractor shall verify all measurements for Work completed at the Project and shall be responsible for their accuracy. Any differences found shall be submitted to the Architect for consideration before proceeding with the Work. The Contractor shall use its utmost efforts to identify discrepancies in dimensions in a timely manner and notify the Owner, Architect and Owner’s Representative of these prior to commencing any work affected by the ambiguous dimensions. § 3.13 Use of Site § 3.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.13.2 The Contractor shall coordinate the Contractor’s operations with, and secure the approval of, the Owner’s Representative before using any portion of the site. § 3.13.3 Protection of construction materials and equipment stored at the Project Site from weather, theft, vandalism, damage or all other adversity is solely the responsibility of the Contractor and its subcontractors, to the extent that such losses are not covered by builder’s risk insurance. § 3.13.4 During the performance of the Work required by this Agreement, the Contractor or Subcontractor, will use such entrances to the construction site that may be designated by the Owner. These entrances may be reviewed and changed from time to time by the Owner. § 3.13.5 The Owner shall be responsible for snow removal on public streets and trails. Contractor shall not be responsible for snow removal. § 3.13.6 The Contractor shall be responsible for the mitigation and/or abatement of all noise, dust, erosion, fumes, traffic, recycling of construction materials, or other by-product of construction activity that have an adverse effect on the adjacent residents. Such mitigation and/or abatement shall comply with all City of Aspen Construction Management Plan requirements including but not limited to, Dust Control, Erosion Control, traffic management, recycling, and mud mitigation and clean up, acoustic noise barriers, and Noise Control. § 3.13.7 Erosion Control: Contractor shall prepare and implement a Stormwater Management Plan in accordance with EPA’s National Pollutant Discharge Elimination System (NPDES) General Permit for stormwater discharges from Large and Small Construction Activities. Any mud tracked onto public roadways shall be removed daily. 103 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 13 § 3.13.8 The Contractor is advised that the project site area is subject to high winds. The Contractor shall maintain all materials secured or tied down daily to prevent possible damage caused by flying materials and debris. § 3.13.9 The Contractor shall maintain access around the construction site and to existing businesses, residences, public facilities, accessways and buildings as defined in the drawings and Project Schedule. § 3.13.10 The Contractor shall provide all necessary sanitary facilities for its own forces during construction. § 3.13.11 Inappropriate Behavior: The Contractor shall control its employees and subcontractors on the job site at all times. Alcohol and illegal drugs shall be strictly prohibited on the Project at all times. Any intoxicated person(s) shall be immediately removed from the Project. Workers shall dress in an appropriate manner on the Project at all times. Profanity and loud or offensive behavior shall be strictly prohibited, as well as any other activities deemed inappropriate to the Owner. The Owner shall be entitled to demand the permanent removal from the Project of any person(s) who are repeat offenders. § 3.13.12 The Contractor shall layout and mark any plantings, shrubs and trees which will require removal a minimum of five (5) business days prior to their removal. The Contractor shall notify the Owner, Architect and Owner’s Representative in writing immediately upon completion of this marking. The City of Aspen Parks and Open Space Department will then give permission for removal in writing to the Contractor. Plantings, shrubs, and trees shall not be removed or damaged without such permission. § 3.13.13 The Contractor shall provide all reasonable protection to prevent damage, injury or loss to, all persons at the site and all property at the site and adjacent thereto. § 3.13.14 The Contractor shall notify all public utility companies a minimum of three (3) business days prior to the commencement of any work by it or its subcontractors in the vicinity of the utilities. No work shall commence until the utilities have been located and staked by the utility company or written consent from the Architect to proceed has been given to the Contractor. If the utility service must be interrupted, the Contractor shall notify the head of the local utility services, the Owner, the Architect, the Owner’s Representative, and the utility users affected by the interruption. Such notice shall consist of direct written communication, publication in a local newspaper, and/or announcement on local radio or television stations, whichever is most reasonably calculated to give notice to such utility users. § 3.14 Cutting and Patching § 3.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting, or patching shall be restored to the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner, Separate Contractors, or of other Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner, Separate Contractors, or by other Contractors except with written consent of the Owner’s Representative, Owner, and such other Contractors or Separate Contractors. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Separate Contractors, other Contractors, or the Owner, its consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery, and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner, or Owner’s Representative with the Owner’s approval, may do so and the Owner shall be entitled to reimbursement from the Contractor. 104 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 14 § 3.16 Access to Work The Contractor shall provide the Owner, Owner’s Representative, and Architect with access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner, Owner’s Representative, and Architect harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner, Architect, or Owner’s Representative. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect through the Owner’s Representative. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Owner’s Representative, Architect, Owner’s Representative’s and Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees and expert witness fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. In the event Contractor is liable for all or any portion of any claim, damages, losses or expenses, Contractor shall reimburse Owner for its reasonable attorney’s fees, expert witness fees, and costs that are attributable to Contractor’s pro rata share of liability. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts, or other employee benefit acts. ARTICLE 4 ARCHITECT AND OWNER’S REPRESENTATIVE § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 The Owner’s Representative is the person or entity retained by the Owner pursuant to Section 2.3.3 and identified as such in the Agreement. § 4.1.3 Duties, responsibilities, and limitations of authority of the Owner’s Representative and Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Owner’s Representative, Architect, and Contractor. Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Owner’s Representative and Architect will provide administration of the Contract as described in the Contract Documents and will be the Owner’s representatives during construction until the date the Architect issues the final Certificate for Payment. The Owner’s Representative and Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, 105 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 15 the Architect will keep the Owner and the Owner’s Representative reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner and Owner’s Representative known deviations from the Contract Documents and defects and deficiencies observed in the Work. § 4.2.3 The Owner’s Representative shall provide one representative during the Construction Phase. The representative shall be in attendance at the Project site when deemed necessary by the Owner. The staffing requirement shall not be construed as continuous on-site staffing during the Construction Phase. The Owner’s Representative will determine in general if the Work observed is being performed in accordance with the Contract Documents, will keep the Owner and Architect reasonably informed of the progress of the Work, and will promptly report to the Owner and Architect known deviations from the Contract Documents and the most recent Project schedule, and defects and deficiencies observed in the Work. § 4.2.4 The Owner’s Representative will schedule and coordinate the activities of the Contractor and other Contractors in accordance with the latest approved Project schedule. § 4.2.5 The Owner’s Representative, except to the extent required by Section 4.2.4, and Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents, and neither will be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. Neither the Owner’s Representative nor the Architect will have control over or charge of, or be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 4.2.5.1 The Owner’s Representative will not be responsible or liable for the acts or omissions of the Architect, Contractor, or any Subcontractor, or any of their agents or employees, or any other person performing any of the Work. § 4.2.5.2 The Owner’s Representative shall schedule and conduct job meetings to be attended by the Contractor and representatives of the Owner and Architect to discuss such matters as procedures, progress, problems and scheduling. Owner’s Representative shall prepare and distribute minutes of such meetings. § 4.2.6 Communications. The Owner shall communicate with the Contractor and the Owner’s Representative’s consultants through the Owner’s Representative about matters arising out of or relating to the Contract Documents. The Owner and Owner’s Representative shall include the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Owner’s Representative otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with other Contractors shall be through the Owner’s Representative. Communications by and with the Owner’s own forces and Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. § 4.2.7 The Owner’s Representative and Architect will review and certify all Applications for Payment by the Contractor, in accordance with the provisions of Article 9. § 4.2.8 The Architect and Owner’s Representative have authority to reject Work that does not conform to the Contract Documents, and will notify each other about the rejection. Whenever the Owner’s Representative considers it necessary or advisable, the Owner’s Representative will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, upon written authorization of the Owner, whether or not the Work is fabricated, installed or completed. The foregoing authority of the Owner’s Representative will be subject to the provisions of Sections 4.2.18 through 4.2.20 inclusive, with respect to interpretations and decisions of the Architect. However, neither the Architect’s nor the Owner’s Representative’s authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or the Owner’s Representative to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons performing any of the Work. 106 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 16 § 4.2.9 Utilizing the submittal schedule provided by the Contractor, the Owner’s Representative shall prepare, and revise as necessary, a Project submittal schedule incorporating information from other Contractors, the Owner, Owner’s consultants, Owner’s Separate Contractors and vendors, governmental agencies, and participants in the Project under the management of the Owner’s Representative. The Project submittal schedule and any revisions shall be submitted to the Architect for approval. § 4.2.10 The Owner’s Representative will receive and promptly review for conformance with the submittal requirements of the Contract Documents, all submittals from the Contractor such as Shop Drawings, Product Data, and Samples. Where there are other Contractors, the Owner’s Representative will also check and coordinate the information contained within each submittal received from the Contractor and other Contractors, and transmit to the Architect those recommended for approval. By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Owner’s Representative represents to the Owner and Architect that the Owner’s Representative has reviewed and recommended them for approval. The Owner’s Representative’s actions will be taken in accordance with the Project submittal schedule approved by the Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review by the Architect. § 4.2.11 The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect’s action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional judgment to permit adequate review. Upon the Architect’s completed review, the Architect shall transmit its submittal review to the Owner’s Representative. § 4.2.12 Review of the Contractor’s submittals by the Owner’s Representative and Architect is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Owner’s Representative and Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Owner’s Representative and Architect’s review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.13 The Contractor shall prepare Proposed Change Orders (PCO’s) which will be reviewed and recommended by the Owner’s Representative and the Architect prior to submission to the Owner for acceptance. § 4.2.14 The Owner’s Representative and the Architect will take appropriate action on Change Orders or Construction Change Directives in accordance with Article 7, and the Architect will have authority to order minor changes in the Work as provided in Section 7.4. The Architect, in consultation with the Owner’s Representative, will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.15 Utilizing the documents provided by the Contractor, the Owner’s Representative will maintain at the site for the Owner one copy of all Contract Documents, approved Shop Drawings, Product Data, Samples, and similar required submittals, in good order and marked currently to record all changes and selections made during construction. These will be available to the Architect and the Contractor, and will be delivered to the Owner upon completion of the Project. § 4.2.16 The Owner’s Representative will assist the Architect in conducting inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in conjunction with the Architect pursuant to Section 9.8; and receive and forward to the Owner written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10. The Owner’s Representative will forward to the Architect a final Application and Certificate for Payment or final Project Application and Project Certificate for Payment upon the Contractor’s compliance with the requirements of the Contract Documents. 107 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 17 § 4.2.17 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect’s responsibilities at the site. The Owner shall notify the Owner’s Representative of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.18 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Owner’s Representative, Owner, or Contractor through the Owner’s Representative. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.19 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either, and will not be liable for results of interpretations or decisions so rendered in good faith. § 4.2.20 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.21 The Owner’s Representative will receive and review requests for information from the Contractor, and forward each request for information to the Architect, with the Owner’s Representative’s recommendation. The Architect will review and respond in writing, through the Owner’s Representative, to requests for information about the Contract Documents. The Owner’s Representative’s recommendation and the Architect’s response to each request will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include other Contractors or Separate Contractors or the subcontractors of other Contractors or Separate Contractors. § 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner’s Representative, for review by the Owner, Owner’s Representative and Architect, of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Owner’s Representative may notify the Contractor whether the Owner, the Owner’s Representative or the Architect (1) has reasonable objection to any such proposed person or entity or, (2) requires additional time for review. Failure of the Owner’s Representative to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner, Owner’s Representative or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner, Owner’s Representative or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner, Owner’s Representative or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. 108 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 18 § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner, Owner’s Representative or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work, that the Contractor, by these Contract Documents, assumes toward the Owner, Owner’s Representative and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner, Owner’s Representative and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor’s compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor Contractor or other entity. If the Owner assigns the subcontract to a successor Contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor Contractor’s obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner’s Right to Perform Construction with Own Forces and to Award Other Contracts § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 6.1.2 When the Owner performs construction or operations with the Owner’s own forces or Separate Contractors, the Owner shall provide for coordination of such forces and Separate Contractors with the Work of the Contractor, who shall cooperate with them. § 6.1.3 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner’s own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11, and 12. § 6.2 Mutual Responsibility § 6.2.1 The Contractor shall afford the Owner’s own forces, Separate Contractors, Owner’s Representative and other Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of 109 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 19 their activities, and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner’s own forces, Separate Contractors or other Contractors, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Owner’s Representative and Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor or other Contractors that would render it unsuitable for proper execution and results of the Contractor’s Work. Failure of the Contractor to notify the Owner’s Representative and the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner’s or Separate Contractor’s or other Contractors’ completed or partially completed construction is fit and proper to receive the Contractor’s Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractors or other Contractors that are not apparent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs, including costs that are payable to a Separate Contractors or to other Contractors, because of the Contractor’s delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of delays, improperly timed activities, damage to the Work or defective construction by the Owner’s own forces, Separate Contractors, or other Contractors. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction, or to property of the Owner, Separate Contractors, or other Contractors as provided in Section 10.2.5. § 6.2.5 The Owner, Separate Contractors, and other Contractors shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 Owner’s Right to Clean Up If a dispute arises among the Contractor, Separate Contractors, other Contractors, and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Owner’s Representative, with notice to the Architect, will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 Any increase or decrease to the Contract Time or Schedule resulting from changes to the Contract Documents shall be included in each Change Order. Responses to requests from the Owner, or Claims from the Contractor for an increase in the Guaranteed Maximum Price shall include, if applicable, any request for change of the Contract Time or Schedule and the cost associated therewith. In the absence of an adequately documented request for change of the Contract Time or Schedule included in the request for a Change Order, no subsequent adjustment of the Contract Time or Schedule will be considered relative to such Change Order. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. The total allowable overhead and profit on changes in the Work included in the total cost to the Owner shall be based on the following schedule: .1 For the Contractor, for Work performed by the Contractor’s own forces, Ten percent (10%) of the cost for Profit. .2 For the Contractor, for Work performed by the Contractor’s Subcontractor, Ten percent (10%) of the cost for Profit. 110 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 20 .3 Overhead shall be included in preparation of the costs for both labor and materials. .5 Cost to which overhead and profit is to be applied shall be determined in accordance with Subsection 7.3.4. § 7.1.4 Each Change Order request, Construction Change Directive price, or claim submitted by the Contractor shall be accompanied by a complete itemization and quantification of costs including unit rates, labor costs, materials, quantities, subcontracts and markups. Subcontract pricing shall also be itemized and quantified. § 7.1.5 A Change Order shall be based upon agreement among the Owner, Owner’s Representative, Contractor, and Architect; a Construction Change Directive requires agreement by the Owner Owner’s Representative and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. § 7.1.6 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 Change Orders A Change Order is a written instrument prepared by the Owner’s Representative and signed by the Owner, Owner’s Representative, Architect, and Contractor, stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.2.1 Notwithstanding anything in the Contract Documents to the contrary, Amendments, Construction Change Directives, or Change Orders shall not be binding on the Owner without an authorized signature in accordance with the City of Aspen Procurement Code. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Owner’s Representative and signed by the Owner, Owner’s Representative and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Owner’s Representative shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Owner’s Representative may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: 111 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 21 .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers’ compensation insurance, and other employee costs approved by the Owner’s Representative and Architect; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Owner’s Representative of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Owner’s Representative and Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Owner’s Representative and Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Owner’s Representative and Architect determine to be reasonably justified. The interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Owner’s Representative and Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner’s Representative shall prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect’s order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Owner’s Representative and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect’s order for a minor change without prior notice to the Owner’s Representative that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. 112 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 22 § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. § 8.2.3 The Contractor shall begin the Work within seven (7) days of the date of commencement in the Notice to Proceed. The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion and Final Completion within the Contract Time. § 8.2.4 In the event that the Contractor fails, or appears likely to fail, to complete a Contractual Milestone or completion date as evidenced by the latest update of the Contractor’s Construction Schedule, through no fault of the Owner, Architect or Owner’s Representative, or any of their employees, the Owner shall have the right to impose any or all of the following options: § 8.2.4.1 Require the Contractor to prepare a Recovery Plan to get back on schedule within ten (10) days. § 8.2.4.2 If the Recovery Plan proposed by the Contractor does not reflect completion of the Project by the applicable Contractual Milestone or completion dates in the current Contractor’s Schedule, as adjusted, the Owner may unilaterally establish a Recovery Plan and the Contractor shall comply therewith, and/or the Owner’s Representative may require the Contractor to take any of the actions set forth below and its subsections without additional cost to the Owner, Owner’s Representative, or Architect to makeup the lag in scheduled progress. § 8.2.4.3 Require the Contractor to increase its work force, work overtime, and/or extra shifts, and do whatever else is required by the Owner until Contractor gets back on schedule as established by the Contractor’s Construction Schedule (including any updates thereto), such measures being at no extra cost to Owner . § 8.2.4.4 Withhold progress payment in accordance with Section 9.5.1. § 8.2.4.5 Contact or visit any factory, plant or distribution center whose production or delivery schedule may be causing a delay to the scheduled completion of the Work, and expedite same, at Contractor’s expense. § 8.2.4.6 Failure of the Contractor to substantially comply with the requirements of Section 8.2 shall be grounds for a determination by the Owner that the Contractor is in breach of this Contract by failing to prosecute the Work to ensure its completion within both the Contract Time and the updated Contractor’s Construction Schedule. § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner, Architect, Owner’s Representative, or an employee of any of them, or of the Owner’s own forces, Separate Contractors, or other Contractors; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor’s control; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Contractor asserts and the Architect, based on the recommendation of the Owner’s Representative, determines justify delay, then the Contract Time shall be extended for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. 113 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 23 ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the Owner’s Representative, before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Owner’s Representative and the Architect. This schedule, unless objected to by the Owner’s Representative or Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment. The Owner’s Representative shall forward to the Architect the Contractor’s schedule of values. Any changes to the schedule of values shall be submitted to the Owner’s Representative and supported by such data to substantiate its accuracy as the Owner’s Representative and the Architect may require, and unless objected to by the Owner’s Representative or the Architect, shall be used as a basis for reviewing the Contractor’s subsequent Applications for Payment. The Schedule of Values shall include a separate line item for monthly updating of the As-Built Record Drawings in electronic format. § 9.3 Applications for Payment § 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shall submit to the Owner’s Representative an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor’s right to payment that the Owner, Owner’s Representative or Architect require, such as copies of requisitions, and releases of waivers of lien from Subcontractors and suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Owner’s Representative and Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such stored materials and equipment , which must be properly labeled with the Project, must be available for inspection by the Architect and Owner’s Representative, and must be accompanied by documentary evidence as to quantity and value of materials, including insurance on the materials as evidenced by a Certificate of Insurance noting the Owner and Contractor as an Additional Insured. The Application for Payment shall include the costs of applicable insurance, storage, and transportation to the site, for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials and equipment relating to the Work. Evidence of payment for all work included in previous payments to the Contractor shall be provided in writing from each subcontractor and material supplier. 114 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 24 § 9.4 Certificates for Payment § 9.4.1 Where there is only one Contractor, the Owner’s Representative will, within seven days after the Owner’s Representative’s receipt of the Contractor’s Application for Payment, review the Application, certify the amount the Owner’s Representative determines is due the Contractor, and forward the Contractor’s Application and Certificate for Payment to the Architect. Within seven days after the Architect receives the Contractor’s Application for Payment from the Owner’s Representative, the Architect will either (1) issue to the Owner a Certificate for Payment, in the full amount of the Application for Payment, with a copy to the Owner’s Representative; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Owner’s Representative and Owner of the Architect’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Owner’s Representative and Owner of the Architect’s reason for withholding certification in whole as provided in Section 9.5.1. The Owner’s Representative will promptly forward to the Contractor the Architect’s notice of withholding certification. § 9.4.2 Where there is more than one Contractor performing portions of the Project, the Owner’s Representative will, within seven days after the Owner’s Representative receives all of the Contractors’ Applications for Payment: (1) review the Applications and certify the amount the Owner’s Representative determines is due each of the Contractors; (2) prepare a Summary of Contractors’ Applications for Payment by combining information from each Contractor’s application with information from similar applications for progress payments from the other Contractors; (3) prepare a Project Application and Certificate for Payment; (4) certify the amount the Owner’s Representative determines is due all Contractors; and (5) forward the Summary of Contractors’ Applications for Payment and Project Application and Certificate for Payment to the Architect. § 9.4.2.1 Within seven days after the Architect receives the Project Application and Project Certificate for Payment and the Summary of Contractors’ Applications for Payment from the Owner’s Representative, the Architect will either (1) issue to the Owner a Project Certificate for Payment, with a copy to the Owner’s Representative; or (2) issue to the Owner a Project Certificate for Payment for such amount as the Architect determines is properly due, and notify the Owner’s Representative and Owner of the Architect’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Project Application for Payment, and notify the Owner’s Representative and Owner of the Architect’s reason for withholding certification in whole as provided in Section 9.5.1. The Owner’s Representative will promptly forward the Architect’s notice of withholding certification to the Contractors. § 9.4.3 The Owner’s Representative’s certification of an Application for Payment or, in the case of more than one Contractor, a Project Application and Certificate for Payment, shall be based upon the Owner’s Representative’s evaluation of the Work and the data in the Application or Applications for Payment. The Owner’s Representative’s certification will constitute a representation that, to the best of the Owner’s Representative’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.4 The Architect’s issuance of a Certificate for Payment or, in the case of more than one Contractor, Project Application and Certificate for Payment, shall be based upon the Architect’s evaluation of the Work, the recommendation of the Owner’s Representative, and data in the Application for Payment or Project Application for Payment. The Architect’s certification will constitute a representation that, to the best of the Architect’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.5 The representations made pursuant to Sections 9.4.3 and 9.4.4 are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Owner’s Representative or Architect. § 9.4.6 The issuance of a Certificate for Payment or a Project Certificate for Payment will not be a representation that the Owner’s Representative or Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 115 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 25 § 9.4.7 Retainage of five percent (5%) will be withheld as detailed in the AIA Document A132-2019 Section 5.1.7 Retainage. § 9.5 Decisions to Withhold Certification § 9.5.1 The Owner’s Representative or Architect may withhold a Certificate for Payment or Project Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Owner’s Representative’s or Architect’s opinion the representations to the Owner required by Section 9.4.3 and 9.4.4 cannot be made. If the Owner’s Representative or Architect is unable to certify payment in the amount of the Application, the Owner’s Representative will notify the Contractor and Owner as provided in Section 9.4.1 and 9.4.2. If the Contractor, Owner’s Representative and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment or a Project Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Owner’s Representative or Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment or Project Certificate for Payment previously issued, to such extent as may be necessary in the Owner’s Representative’s or Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from the acts and omissions described in Section 3.3.2 because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor or other Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When either party disputes the Architect’s decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. In the event the Architect nullifies a previously issued Certificate for Payment, and the Owner has, prior to such nullification, paid thereon, the Contractor shall promptly reimburse to the Owner amounts the latter had paid pursuant to the nullified Certificate for Payment. Alternately, the Owner may withhold payment in any subsequent Application for Payment, until the reasons for nullification of the previously issued project Certificate for Payment have been remedied. § 9.5.4 If the Architect or Owner’s Representative withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Owner’s Representative, and both will reflect such payment on the next Certificate for Payment. § 9.5.5 The Contractor shall not stop work or terminate the Contract if the Architect should refuse to issue certification under Section 9.5 or its subsections or any other portion of the General Conditions as supplemented herein. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment or Project Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Owner’s Representative and Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. 116 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 26 § 9.6.3 The Owner’s Representative will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Owner, Owner’s Representative and Architect on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner, Owner’s Representative nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor’s payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 9.7 Failure of Payment If the Owner’s Representative and Architect do not issue a Certificate for Payment or a Project Certificate for Payment, through no fault of the Contractor, within fourteen days after the Owner’s Representative’s receipt of the Contractor’s Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents, the amount certified by the Owner’s Representative and Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days’ notice to the Owner, Owner’s Representative and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify the Owner’s Representative, and the Contractor and Owner’s Representative shall jointly prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the list, the Architect, assisted by the Owner’s Representative, will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended 117 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 27 use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect, assisted by the Owner’s Representative, to determine Substantial Completion. § 9.8.4 When the Architect, assisted by the Owner’s Representative, determines that the Work of all of the Contractors, or designated portion thereof, is substantially complete, the Owner’s Representative will prepare, and the Owner’s Representative and Architect shall execute, a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for 200% of the value of the Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.8.6 The Contractor shall provide a digital video record of all Owner staff training and commissioning of equipment. These videos will become a permanent part of all Operations and Maintenance manuals as applicable. § 9.8.7 The Contractor shall furnish the Owner "As-built Record Drawings" on a USB drive in .pdf format. The Architect shall furnish one set of the original bidding documents to the Contractor for this work as "backgrounds" in electronic media as described above. Record Specifications shall be similarly modified, using Microsoft Word 2016 or later. The Contractor shall furnish the Owner "As-built Record Drawings" on USB drive at Final Completion. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor and Owner’s Representative shall jointly prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect after consultation with the Owner’s Representative. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Owner’s Representative, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon completion of the Work, the Contractor shall forward to the Owner’s Representative a notice that the Work is ready for final inspection and acceptance, and shall also forward to the Owner’s Representative a final Contractor’s Application for Payment. Upon receipt, the Owner’s Representative shall perform an inspection to confirm the completion of Work of the Contractor. The Owner’s Representative shall make recommendations to the Architect when the Work of all of the Contractors is ready for final inspection, and shall then forward the Contractors’ notices and Application for Payment or Project Application for Payment, to the Architect, who will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Owner’s Representative and Architect will promptly issue a final Certificate for Payment or Project 118 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 28 Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Owner’s Representative’s and Architect’s final Certificate for Payment or Project Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect through the Owner’s Representative (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment (5) documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys’ fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Owner’s Representative and Architect so confirm, the Owner shall, upon application by the Contractor and certification by the Owner’s Representative and Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect through the Owner’s Representative prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests, or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents; or .4 audits performed by the Owner, if permitted by the Contract Documents, after final payment. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a supplier, shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall submit the Contractor’s safety program to the Owner’s Representative for review and coordination with the safety programs of other Contractors. The Owner’s Representative’s responsibilities for review and coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Owner’s Representative. § 10.2 Safety of Persons and Property § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to .1 employees on the Work and other persons who may be affected thereby; 119 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 29 .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub-subcontractor; .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction; and .4 construction or operations by the Owner, Separate Contractors, or other Contractors. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. § 10.2.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner, Owner’s Representative or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner, Owner’s Representative and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner, Owner’s Representative and Architect of the condition. § 10.3.2 Upon receipt of the Contractor’s notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor, Owner’s Representative and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform 120 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 30 the task of removal or safe containment of the material or substance. The Contractor, the Owner’s Representative and the Architect will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Owner’s Representative or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor, the Owner’s Representative and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Owner’s Representative, Architect, their consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of the Contractor’s fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner’s fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor’s Insurance and Bonds- Refer to AIA Document A132-2019- Exhibit A- Insurance and Bonds (Paragraphs deleted) § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents, and employees, each of the other; (2) the Owner’s Representative and Owner’s Representative’s consultants; (3) the Architect and Architect’s consultants; (4) other Contractors and any of their subcontractors, sub-subcontractors, agents, and employees; and (5) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Owner’s Representative, Owner’s Representative’s consultants, Architect, Architect’s consultants, other Contractors, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. 121 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 31 § 11.3.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance The Owner, at the Owner’s option, may purchase and maintain insurance that will protect the Owner against loss of use of the Owner’s property, or the inability to conduct normal operations, due to fire or other causes of loss. The Owner waives all rights of action against the Contractor, Architect, and Owner’s Representative for loss of use of the Owner’s property, due to fire or other hazards however caused. § 11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Owner’s Representative, Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Owner’s Representative, Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Owner’s Representative’s or Architect’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by either, be uncovered for their examination and be replaced at the Contractor’s expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Owner’s Representative or Architect has not specifically requested to examine prior to its being covered, the Owner’s Representative or Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor’s expense. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Owner’s Representative or Architect or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion, and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Owner’s Representative’s and Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. 122 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 32 § 12.2.2 After Substantial Completion § 12.2.2.1 In addition to the Contractor’s obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof, or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, Owner’s Representative or Architect, the Owner may correct it in accordance with Section 2.5. § 12.2.2.1.1 Should the warranty issue involve a leak, water ingress, flooding, hazardous material, potential for increased damage to adjacent buildings, or adversely affect adjacent building occupants, the Contractor must begin to correct the issue immediately to prevent further damage and within 48 hours have rectified the problem, or have a clear work plan for the long term rectification of the issue to comply with the Contract Documents. The Contractor shall provide detailed documentation demonstrating repair or replacement of all warranty items. § 12.2.2.2 The two-year (2 year) period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The two-year (2 year) period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner, Separate Contractors, or other Contractors, whether completed or partially completed, caused by the Contractor’s correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the laws of the State of Colorado, and venue shall be in the County of Pitkin, State of Colorado. § 13.1.1 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to the respective persons at the addresses listed below. 123 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 33 Owner: City Manager City of Aspen 427 Rio Grande Place Aspen, CO 81611 With a copy to: James R. True, Esq. City Attorney 427 Rio Grande Place Aspen, Colorado 81611 Contractor: PNCI Construction Inc. 553 25 ½ Road Grand Junction, CO 81505 Architect: Rosenfeld Design, LLC 81 Crescent Place Glenwood Springs, CO 81601 Owner’s Representative: Phil Vaughan Construction Management, Inc. Attn. Philip Vaughan- President 1038 County Road 323 Rifle, CO 81650 § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to covenants, agreements, and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner’s rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate the assignment. § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. § 13.3.2 No action or failure to act by the Owner, Owner’s Representative, Architect, or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. § 13.3.3 Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101 et seq. § 13.4 Tests and Inspections § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. The Contractor shall schedule such tests, inspections, and approvals with an independent testing laboratory or entity 124 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 34 contracted by the Owner. Owner shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Owner’s Representative and Architect timely notice of when and where tests and inspections are to be made so that the Owner’s Representative and Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Owner’s Representative, Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Owner’s Representative and Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Owner’s Representative and Architect of when and where tests and inspections are to be made so that the Owner’s Representative and Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner’s expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Owner’s Representative’s and Architect’s services and expenses, shall be at the Contractor’s expense. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Owner’s Representative for transmittal to the Architect. § 13.4.5 If the Owner’s Representative or Architect is to observe tests, inspections, or approvals required by the Contract Documents, the Owner’s Representative or Architect will do so promptly and, where practicable, at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.5 Interest Interest on amounts ultimately determined to be due to a Contractor or the Owner shall be payable at the statutory rated applicable to judgments from the date the claim arose through the date of decision or judgement, whichever is later. Aspen Municipal Code 4.16.070. Interest. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency, that requires all Work to be stopped; .3 Because the Owner’s Representative has not certified or the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, repeated suspensions, delays, or interruptions of the entire Work by the Owner as described in Section 14.3, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. 125 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 35 § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days’ notice to the Owner, Owner’s Representative and Architect, terminate the Contract and recover from the Owner payment for Work executed, as well as reasonable overhead and profit on Work not executed, and costs incurred by reason of such termination. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, or their agents or employees, or any other persons performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days’ notice to the Owner, Owner’s Representative and Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the reasons described in Section 14.2.1 exist, after consultation with the Owner’s Representative, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Owner’s Representative’s and Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall, upon application, be certified by the Initial Decision Maker after consultation with the Owner’s Representative, and this obligation for payment shall survive termination of the Contract. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and the Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: .1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of this Contract. § 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. 126 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 36 § 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner’s convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner’s convenience, the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts; and the termination fee, if any, set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. § 15.1.2 Time Limits on Claims The Owner and Contractor shall commence call claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable Colorado law. The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 15.1.2. § 15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Owner’s Representative and Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party. In such event, no decision by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker’s decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost. If the Contractor wishes to make a Claim for an increase in the Contract Sum, notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. 127 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 37 § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.1.7 Waiver of Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision. The Owner’s Representative will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker’s sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner’s expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of the request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished, or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties, the Owner’s Representative, and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. 128 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 38 § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. § 15.2.6.1 Either party may, within 30 days from the date of receipt of an initial decision, demand in writing that the other party file for mediation. If such a demand is made and the party receiving the demand fails to file for mediation within 30 days of receipt thereof, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Owner may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. Venue and jurisdiction for any suit brought to enforce the terms of this Agreement shall be in Pitkin County District Court, State of Colorado. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3.3 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. § 15.3.4 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 LITIGATION § 15.4.1 Litigation. This Contract, and all matters interpreting it and arising under it shall be enforced in, and all parties, do now submit to, the exclusive jurisdiction and venue of the District Court, City and County of Pitkin, State of Colorado, in the event of any litigation concerning this Contract, and regardless of where this Contract may be executed. Each party consents to and agrees to file a general appearance in the event that it receives service of process. (Paragraphs deleted) § 15.4.2 Jury Trial Waiver. To the fullest extent permitted by law, Owner and Contractor specifically waive any right to a trial by jury in any court with respect to any contractual, tortious or statutory claim, counterclaim or cross-claim against the other arising out of or connected in any way to the project or the Contract Documents. The complex commercial and professional aspects of the Contract make a jury determination neither desirable nor appropriate. Contractor shall include this provision in all of its subcontracts and purchase orders. § 15.4.3 Removal Waiver. To the fullest extent permitted by law, Owner and Contractor specifically waive any right to remove any action to United States District Court for the District of Colorado, regardless of the presence of diversity 129 Init. / AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 39 of citizenship among or between the parties. Contractor shall include this provision in all of its subcontracts and purchase orders. § 15.4.4 Attorneys Fees: In the event that either party brings legal action to enforce any provision of this Contract, the prevailing party shall be awarded all of its reasonable costs and expenses, including attorney’s fees, incurred by such party in connection with such action. Article 16 Owner’s Specific Additional Concerns § 16.1 Notwithstanding the above, the Owner has a unique set of stakeholders with which the Owner must cooperate and coordinate. The Contractor shall cooperate with the Owner and the Owner’s stakeholders throughout the Project when requested by the Owner. The Owner may request tours from time to time of the project and the site. The Contractor shall indicate in writing when such activity will be permitted and when the site is off limits. These requirements shall be coordinated through the Owner’s Representative. . 130 Additions and Deletions Report for AIA® Document A232® – 2019 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 13:17:37 ET on 10/09/2025. Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 1 PAGE 1 City of Aspen- Aspen Recreation Center Facility Improvements Project #2025-300 0861 Maroon Creek Road Aspen, CO 81611 THE CONSTRUCTION MANAGER:OWNER’S REPRESENTATIVE: … Phil Vaughan Construction Management, Inc. 1038 County Road 323 Rifle, CO 81650 … City of Aspen 427 Rio Grande Place Aspen, CO 81611 … Rosenfeld Design, LLC 81 Crescent Place Glenwood Springs, CO 81601 THE CONTRACTOR also referred to as Construction Manager/General Contractor: (Name, legal status, address, and other information) PNCI Construction Inc. 553 25 ½ Road Grand Junction, CO 81505 PAGE 2 4 ARCHITECT AND CONSTRUCTION MANAGEROWNER’S REPRESENTATIVE … 15 CLAIMS AND DISPUTES 131 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 2 16 OWNER’S SPECIFIC ADDITIONAL CONCERNS 17 WORKER WITHOUT AUTHORIZATION PAGE 3 § 1.1.2 The Contract. The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect’s consultants, (2) between the Owner and the Construction Manager or the Construction Manager’s Owner’s Representative or the Owner’s Representative’s consultants, (3) between the Owner and the Architect or the Architect’s consultants, (4) between the Contractor and the Construction Manager or the Construction Manager’s Owner’s Representative or the Owner’s Representative’s consultants, (5) between the Owner and a Subcontractor or Sub-subcontractor (6) between the Construction Manager Owner’s Representative and the Architect, or (7) between any persons or entities other than the Owner and Contractor. The Construction Manager Owner’s Representative and Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of their duties. … § 1.1.5 Contractors. Contractors are persons or entities, other than the Contractor or Separate Contractors, who perform Work under contracts with the Owner that are administered by the Architect and Construction Manager. Owner’s Representative. § 1.1.6 Separate Contractors. Separate Contractors are persons or entities who perform construction under separate contracts with the Owner not administered by the Architect and Construction Manager.Owner’s Representative. PAGE 4 The parties shall agree upon written protocols governing the transmission and use of, and reliance on, of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. PAGE 5 Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. … § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the Construction Manager Owner’s Representative and the Architect do not have such authority. The term "Owner" means the Owner or the Owner’s authorized representative. Project Manager. … § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. Unless otherwise provided under the Contract Documents, the Owner, assisted by the Construction Manager, Owner’s Representative, shall secure and pay for the building permit. 132 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 3 § 2.3.2 The Owner shall retain an architect Architect lawfully licensed to practice architecture, Architecting, or an entity lawfully practicing architecture, Architecting, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 The Owner shall retain a construction manager Owner’s Representative adviser lawfully practicing construction management in the jurisdiction where the Project is located. That person or entity is identified as the Construction Manager Owner’s Representative in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.4 If the employment of the Construction Manager Owner’s Representative or Architect terminates, the Owner shall employ a successor construction manager or architect Owner’s Representative or Architect to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Construction Manager Owner’s Representative or Architect, respectively. PAGE 6 § 2.3.8 The Owner shall forward all communications to the Contractor through the Construction Manager. Owner’s Representative. Other communication shall be made as set forth in Section 4.2.6. … If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to review by the Construction Manager Owner’s Representative and prior approval of the Architect, and the Construction Manager Owner’s Representative or Architect may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Construction Manager’s Owner’s Representative’s and Architect’s and their respective consultants’ additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. PAGE 7 § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Construction Manager Owner’s Representative or Architect in their administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. … § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.5, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Construction Manager Owner’s Representative and Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information submitted to the Construction Manager Owner’s Representative in such form as the Construction Manager Owner’s Representative and Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall 133 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 4 promptly report to the Construction Manager Owner’s Representative and Architect any nonconformity discovered by or made known to the Contractor as a request for information submitted to Construction Manager Owner’s Representative in such form as the Construction Manager Owner’s Representative and Architect may require. … § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner, the Construction Manager, Owner’s Representative, and the Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. The Construction Manager Owner’s Representative shall review the proposed alternative for sequencing, constructability, and coordination impacts on the other Contractors. Unless the Architect or the Construction Manager Owner’s Representative objects to the Contractor’s proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. PAGE 8 § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect, in consultation with the Construction Manager, Owner’s Representative, and in accordance with a Change Order or Construction Change Directive. … § 3.5.1 The Contractor warrants to the Owner, Construction Manager, Owner’s Representative, and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Construction Manager Owner’s Representative or Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. … The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect.All purchases of construction or building materials shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. The Owner’s State of Colorado tax identification number is 98-04557. The Owner’s Federal Tax Identification Number is 84-6000563. … § 3.7.1 Unless otherwise provided in the Contract Documents, the Owner, assisted by the Construction Manager, Owner’s Representative, shall secure and pay for the building permit. The Contractor shall secure and pay for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. PAGE 9 § 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or 134 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 5 (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner, Construction Manager, Owner’s Representative, and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Architect and Construction Manager Owner’s Representative will promptly investigate such conditions and, if the Architect, in consultation with the Construction Manager, Owner’s Representative, determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Architect, in consultation with the Construction Manager, Owner’s Representative, determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner, Construction Manager, Owner’s Representative, and Contractor, stating the reasons. If the Owner or Contractor disputes the Architect’s determination or recommendation, either party may submit a Claim as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner, Construction Manager, Owner’s Representative, and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. … § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. No subcontractor shall perform work on the site without the presence of the Superintendent or Assistant Superintendent. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect, through the Construction Manager, Owner’s Representative, of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Construction Manager Owner’s Representative may notify the Contractor, stating whether the Owner, the Construction Manager, Owner’s Representative, or the Architect (1) has reasonable objection to the proposed superintendent or (2) require additional time for review. Failure of the Construction Manager Owner’s Representative to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner, Construction Manager, Owner’s Representative, or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner’s consent, which shall not unreasonably be withheld or delayed. The Contractor shall designate a second person in charge in writing in the event the Superintendent is temporarily absent due to illness, vacation, or any other cause(s). PAGE 10 § 3.10.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner’s and Architect’s information, and the Construction Manager’s Owner’s Representative’s use in developing the Project schedule, a Contractor’s construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. The Contractor shall cooperate with the Construction Manager Owner’s Representative in scheduling and performing the Contractor’s Work to avoid conflict with, and as to cause no delay in, the work or activities of other Contractors, or the construction or operations of the Owner’s own forces or Separate Contractors. 135 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 6 § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Construction Manager’s Owner’s Representative’s and Architect’s approval. The Architect and Construction Manager’s Owner’s Representative’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Construction Manager Owner’s Representative and Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall participate with other Contractors, the Construction Manager, Owner’s Representative, and the Owner in reviewing and coordinating all schedules for incorporation into the Project schedule that is prepared by the Construction Manager. Owner’s Representative. The Contractor shall make revisions to the construction schedule and submittal schedule as deemed necessary by the Construction Manager Owner’s Representative to conform to the Project schedule. § 3.10.4 This Contractor’s Construction Schedule will include, but is not limited to, work activities required by each section of the specifications as listed in the Contract Documents to complete the Work . The duration and sequence for each work activity and dependency of the work activity on other work activities will be generated by the Contractor. The Construction Schedule is to be used, among other functions, to provide a comprehensive planning tool for completion of both the Work and the Project. The Contractor will provide regular schedule updates issued in .pdf and native Microsoft Project file formats. The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner, Construction Manager, Owner’s Representative, and Architect, and incorporated into the approved Project schedule. § 3.10.5 The Contractor shall cooperate with the Owner’s Representative as Adviser in scheduling and performing the Contractor’s Work to avoid conflict, delay in or interference with the Work of other Contractors or the operations of the Owner’s own forces. § 3.10.6 The Contractor shall produce a short interval schedule (5 week look-ahead) on major weekly work activities. At each weekly job meeting this schedule will be reviewed by the Contractor with all affected Subcontractors and the Owner’s Representative. § 3.10.7 Delivery and Storage. The Contractor shall exercise due diligence in ensuring that all equipment, material, and supplies are delivered in advance of the date they are required on the project. … The Contractor shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Construction Manager, Owner’s Representative, Architect, and Owner, and delivered to the Construction Manager Owner’s Representative for submittal to the Owner upon completion of the Work as a record of the Work as constructed. PAGE 11 § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect and Construction Manager Owner’s Representative is subject to the limitations of Sections 4.2.10 through 4.2.12. Informational submittals upon which the Construction Manager Owner’s Representative and Architect are not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Construction Manager Owner’s Representative or Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Construction Manager, Owner’s Representative, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the Project submittal schedule approved by the Construction 136 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 7 Manager Owner’s Representative and Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of other Contractors, Separate Contractors, or the Owner’s own forces. The Contractor shall cooperate with the Construction Manager Owner’s Representative in the coordination of the Contractor’s Shop Drawings, Product Data, Samples, and similar submittals with related documents submitted by other Contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner, Construction Manager, Owner’s Representative, and Architect, that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. … § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect’s approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Construction Manager Owner’s Representative and Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect’s approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Construction Manager Owner’s Representative and Architect on previous submittals. In the absence of such notice, the Architect’s approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering Architecting unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor’s responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to the Architect. The Owner, the Architect, and the Construction Manager Owner’s Representative shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Construction Manager Owner’s Representative shall review submittals for sequencing, constructability, and coordination impacts on other Contractors. § 3.12.10.2 If the Contract Documents require the Contractor’s design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Construction Manager Owner’s Representative and Architect at the time and in the form specified by the Architect. § 3.12.11 Before ordering any material or doing any Work, the Contractor shall verify all measurements for Work completed at the Project and shall be responsible for their accuracy. Any differences found shall be submitted to the Architect for consideration before proceeding with the Work. The Contractor shall use its utmost efforts to identify 137 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 8 discrepancies in dimensions in a timely manner and notify the Owner, Architect and Owner’s Representative of these prior to commencing any work affected by the ambiguous dimensions. PAGE 12 § 3.13.2 The Contractor shall coordinate the Contractor’s operations with, and secure the approval of, the Construction Manager Owner’s Representative before using any portion of the site. § 3.13.3 Protection of construction materials and equipment stored at the Project Site from weather, theft, vandalism, damage or all other adversity is solely the responsibility of the Contractor and its subcontractors, to the extent that such losses are not covered by builder’s risk insurance. § 3.13.4 During the performance of the Work required by this Agreement, the Contractor or Subcontractor, will use such entrances to the construction site that may be designated by the Owner. These entrances may be reviewed and changed from time to time by the Owner. § 3.13.5 The Owner shall be responsible for snow removal on public streets and trails. Contractor shall not be responsible for snow removal. § 3.13.6 The Contractor shall be responsible for the mitigation and/or abatement of all noise, dust, erosion, fumes, traffic, recycling of construction materials, or other by-product of construction activity that have an adverse effect on the adjacent residents. Such mitigation and/or abatement shall comply with all City of Aspen Construction Management Plan requirements including but not limited to, Dust Control, Erosion Control, traffic management, recycling, and mud mitigation and clean up, acoustic noise barriers, and Noise Control. § 3.13.7 Erosion Control: Contractor shall prepare and implement a Stormwater Management Plan in accordance with EPA’s National Pollutant Discharge Elimination System (NPDES) General Permit for stormwater discharges from Large and Small Construction Activities. Any mud tracked onto public roadways shall be removed daily. § 3.13.8 The Contractor is advised that the project site area is subject to high winds. The Contractor shall maintain all materials secured or tied down daily to prevent possible damage caused by flying materials and debris. § 3.13.9 The Contractor shall maintain access around the construction site and to existing businesses, residences, public facilities, accessways and buildings as defined in the drawings and Project Schedule. § 3.13.10 The Contractor shall provide all necessary sanitary facilities for its own forces during construction. § 3.13.11 Inappropriate Behavior: The Contractor shall control its employees and subcontractors on the job site at all times. Alcohol and illegal drugs shall be strictly prohibited on the Project at all times. Any intoxicated person(s) shall be immediately removed from the Project. Workers shall dress in an appropriate manner on the Project at all times. Profanity and loud or offensive behavior shall be strictly prohibited, as well as any other activities deemed inappropriate to the Owner. The Owner shall be entitled to demand the permanent removal from the Project of any person(s) who are repeat offenders. § 3.13.12 The Contractor shall layout and mark any plantings, shrubs and trees which will require removal a minimum of five (5) business days prior to their removal. The Contractor shall notify the Owner, Architect and Owner’s Representative in writing immediately upon completion of this marking. The City of Aspen Parks and Open Space Department will then give permission for removal in writing to the Contractor. Plantings, shrubs, and trees shall not be removed or damaged without such permission. § 3.13.13 The Contractor shall provide all reasonable protection to prevent damage, injury or loss to, all persons at the site and all property at the site and adjacent thereto. § 3.13.14 The Contractor shall notify all public utility companies a minimum of three (3) business days prior to the commencement of any work by it or its subcontractors in the vicinity of the utilities. No work shall commence until the utilities have been located and staked by the utility company or written consent from the Architect to proceed has been given to the Contractor. If the utility service must be interrupted, the Contractor shall notify the head of the local utility services, the Owner, the Architect, the Owner’s Representative, and the utility users affected by the 138 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 9 interruption. Such notice shall consist of direct written communication, publication in a local newspaper, and/or announcement on local radio or television stations, whichever is most reasonably calculated to give notice to such utility users. PAGE 13 § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner, Separate Contractors, or of other Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner, Separate Contractors, or by other Contractors except with written consent of the Construction Manager, Owner’s Representative, Owner, and such other Contractors or Separate Contractors. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Separate Contractors, other Contractors, or the Owner, its consent to cutting or otherwise altering the Work. … § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner, or Construction Manager Owner’s Representative with the Owner’s approval, may do so and the Owner shall be entitled to reimbursement from the Contractor. PAGE 14 The Contractor shall provide the Owner, Construction Manager, Owner’s Representative, and Architect with access to the Work in preparation and progress wherever located. … The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner, Construction Manager, Owner’s Representative, and Architect harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner, Architect, or Construction Manager. Owner’s Representative. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect through the Construction Manager.Owner’s Representative. … § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Construction Manager, Architect, Construction Manager’s Owner’s Representative, Architect, Owner’s Representative’s and Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees and expert witness fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. In the event Contractor is liable for all or any portion of any claim, damages, losses or expenses, Contractor shall reimburse Owner for its reasonable attorney’s fees, expert witness fees, and costs that are attributable to Contractor’s pro rata share of liability. … ARTICLE 4 ARCHITECT AND CONSTRUCTION MANAGER ARTICLE 4 ARCHITECT AND OWNER’S REPRESENTATIVE … 139 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 10 § 4.1.2 The Construction Manager Owner’s Representative is the person or entity retained by the Owner pursuant to Section 2.3.3 and identified as such in the Agreement. § 4.1.3 Duties, responsibilities, and limitations of authority of the Construction Manager Owner’s Representative and Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Construction Manager, Owner’s Representative, Architect, and Contractor. Consent shall not be unreasonably withheld. … § 4.2.1 The Construction Manager Owner’s Representative and Architect will provide administration of the Contract as described in the Contract Documents and will be the Owner’s representatives during construction until the date the Architect issues the final Certificate for Payment. The Construction Manager Owner’s Representative and Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect will keep the Owner and the Construction Manager Owner’s Representative reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner and Construction Manager Owner’s Representative known deviations from the Contract Documents and defects and deficiencies observed in the Work. § 4.2.3 The Construction Manager shall provide one or more representatives who Owner’s Representative shall provide one representative during the Construction Phase. The representative shall be in attendance at the Project site whenever the Work is being performed. The Construction Manager when deemed necessary by the Owner. The staffing requirement shall not be construed as continuous on-site staffing during the Construction Phase. The Owner’s Representative will determine in general if the Work observed is being performed in accordance with the Contract Documents, will keep the Owner and Architect reasonably informed of the progress of the Work, and will promptly report to the Owner and Architect known deviations from the Contract Documents and the most recent Project schedule, and defects and deficiencies observed in the Work. § 4.2.4 The Construction Manager Owner’s Representative will schedule and coordinate the activities of the Contractor and other Contractors in accordance with the latest approved Project schedule. § 4.2.5 The Construction Manager, Owner’s Representative, except to the extent required by Section 4.2.4, and Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents, and neither will be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. Neither the Construction Manager Owner’s Representative nor the Architect will have control over or charge of, or be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. § 4.2.5.1 The Owner’s Representative will not be responsible or liable for the acts or omissions of the Architect, Contractor, or any Subcontractor, or any of their agents or employees, or any other person performing any of the Work. § 4.2.5.2 The Owner’s Representative shall schedule and conduct job meetings to be attended by the Contractor and representatives of the Owner and Architect to discuss such matters as procedures, progress, problems and scheduling. Owner’s Representative shall prepare and distribute minutes of such meetings. § 4.2.6 Communications. The Owner shall communicate with the Contractor and the Construction Manager’s Owner’s Representative’s consultants through the Construction Manager Owner’s Representative about matters arising out of or relating to the Contract Documents. The Owner and Construction Manager Owner’s Representative shall include 140 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 11 the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Construction Manager Owner’s Representative otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with other Contractors shall be through the Construction Manager. Owner’s Representative. Communications by and with the Owner’s own forces and Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. § 4.2.7 The Construction Manager Owner’s Representative and Architect will review and certify all Applications for Payment by the Contractor, in accordance with the provisions of Article 9. § 4.2.8 The Architect and Construction Manager Owner’s Representative have authority to reject Work that does not conform to the Contract Documents, and will notify each other about the rejection. Whenever the Construction Manager Owner’s Representative considers it necessary or advisable, the Construction Manager Owner’s Representative will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, upon written authorization of the Owner, whether or not the Work is fabricated, installed or completed. The foregoing authority of the Construction Manager Owner’s Representative will be subject to the provisions of Sections 4.2.18 through 4.2.20 inclusive, with respect to interpretations and decisions of the Architect. However, neither the Architect’s nor the Construction Manager’s Owner’s Representative’s authority to act under this Section 4.2.8 nor a decision made by either of them in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect or the Construction Manager Owner’s Representative to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons performing any of the Work. § 4.2.9 Utilizing the submittal schedule provided by the Contractor, the Construction Manager Owner’s Representative shall prepare, and revise as necessary, a Project submittal schedule incorporating information from other Contractors, the Owner, Owner’s consultants, Owner’s Separate Contractors and vendors, governmental agencies, and participants in the Project under the management of the Construction Manager. Owner’s Representative. The Project submittal schedule and any revisions shall be submitted to the Architect for approval. § 4.2.10 The Construction Manager Owner’s Representative will receive and promptly review for conformance with the submittal requirements of the Contract Documents, all submittals from the Contractor such as Shop Drawings, Product Data, and Samples. Where there are other Contractors, the Construction Manager Owner’s Representative will also check and coordinate the information contained within each submittal received from the Contractor and other Contractors, and transmit to the Architect those recommended for approval. By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Construction Manager Owner’s Representative represents to the Owner and Architect that the Construction Manager Owner’s Representative has reviewed and recommended them for approval. The Construction Manager’s Owner’s Representative’s actions will be taken in accordance with the Project submittal schedule approved by the Architect or, in the absence of an approved Project submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review by the Architect. § 4.2.11 The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect’s action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional judgment to permit adequate review. Upon the Architect’s completed review, the Architect shall transmit its submittal review to the Construction Manager.Owner’s Representative. § 4.2.12 Review of the Contractor’s submittals by the Construction Manager Owner’s Representative and Architect is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Construction Manager Owner’s Representative and Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Construction Manager Owner’s Representative and Architect’s review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. 141 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 12 § 4.2.13 The Construction Manager will prepare Change Orders and Construction Change Directives.Contractor shall prepare Proposed Change Orders (PCO’s) which will be reviewed and recommended by the Owner’s Representative and the Architect prior to submission to the Owner for acceptance. § 4.2.14 The Construction Manager Owner’s Representative and the Architect will take appropriate action on Change Orders or Construction Change Directives in accordance with Article 7, and the Architect will have authority to order minor changes in the Work as provided in Section 7.4. The Architect, in consultation with the Construction Manager, Owner’s Representative, will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.15 Utilizing the documents provided by the Contractor, the Construction Manager Owner’s Representative will maintain at the site for the Owner one copy of all Contract Documents, approved Shop Drawings, Product Data, Samples, and similar required submittals, in good order and marked currently to record all changes and selections made during construction. These will be available to the Architect and the Contractor, and will be delivered to the Owner upon completion of the Project. § 4.2.16 The Construction Manager Owner’s Representative will assist the Architect in conducting inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion in conjunction with the Architect pursuant to Section 9.8; and receive and forward to the Owner written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10. The Construction Manager Owner’s Representative will forward to the Architect a final Application and Certificate for Payment or final Project Application and Project Certificate for Payment upon the Contractor’s compliance with the requirements of the Contract Documents. § 4.2.17 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect’s responsibilities at the site. The Owner shall notify the Construction Manager Owner’s Representative of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.18 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of the Construction Manager, Owner’s Representative, Owner, or Contractor through the Construction Manager. Owner’s Representative. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. PAGE 17 § 4.2.21 The Construction Manager Owner’s Representative will receive and review requests for information from the Contractor, and forward each request for information to the Architect, with the Construction Manager’s Owner’s Representative’s recommendation. The Architect will review and respond in writing, through the Construction Manager, Owner’s Representative, to requests for information about the Contract Documents. The Construction Manager’s Owner’s Representative’s recommendation and the Architect’s response to each request will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. … § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Construction Manager, Owner’s Representative, for review by the Owner, Construction Manager Owner’s Representative and Architect, of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Construction Manager Owner’s Representative may notify the Contractor whether the Owner, the Construction Manager Owner’s Representative or the Architect (1) has reasonable objection to any such proposed person or entity or, (2) requires additional time for review. Failure of the Construction Manager Owner’s Representative to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner, Construction Manager Owner’s Representative or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 142 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 13 § 5.2.3 If the Owner, Construction Manager Owner’s Representative or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner, Construction Manager Owner’s Representative or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner, Construction Manager Owner’s Representative or Architect makes reasonable objection to such substitution. PAGE 18 By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work, that the Contractor, by these Contract Documents, assumes toward the Owner, Construction Manager Owner’s Representative and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner, Construction Manager Owner’s Representative and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. … § 6.2.1 The Contractor shall afford the Owner’s own forces, Separate Contractors, Construction Manager Owner’s Representative and other Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner’s own forces, Separate Contractors or other Contractors, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Construction Manager Owner’s Representative and Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor or other Contractors that would render it unsuitable for proper execution and results of the Contractor’s Work. Failure of the Contractor to notify the Construction Manager Owner’s Representative and the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner’s or Separate Contractor’s or other Contractors’ completed or partially completed construction is fit and proper to receive the Contractor’s Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractors or other Contractors that are not apparent. PAGE 19 If a dispute arises among the Contractor, Separate Contractors, other Contractors, and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Construction Manager, Owner’s Representative, with notice to the Architect, will allocate the cost among those responsible. … 143 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 14 § 7.1.2 A Change Order shall be based upon agreement among the Owner, Construction Manager, Architect and Contractor. A Construction Change Directive requires agreement by the Owner, Construction Manager and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone.Any increase or decrease to the Contract Time or Schedule resulting from changes to the Contract Documents shall be included in each Change Order. Responses to requests from the Owner, or Claims from the Contractor for an increase in the Guaranteed Maximum Price shall include, if applicable, any request for change of the Contract Time or Schedule and the cost associated therewith. In the absence of an adequately documented request for change of the Contract Time or Schedule included in the request for a Change Order, no subsequent adjustment of the Contract Time or Schedule will be considered relative to such Change Order. … The total allowable overhead and profit on changes in the Work included in the total cost to the Owner shall be based on the following schedule: .1 For the Contractor, for Work performed by the Contractor’s own forces, Ten percent (10%) of the cost for Profit. .2 For the Contractor, for Work performed by the Contractor’s Subcontractor, Ten percent (10%) of the cost for Profit. .3 Overhead shall be included in preparation of the costs for both labor and materials. .5 Cost to which overhead and profit is to be applied shall be determined in accordance with Subsection 7.3.4. § 7.1.4 Each Change Order request, Construction Change Directive price, or claim submitted by the Contractor shall be accompanied by a complete itemization and quantification of costs including unit rates, labor costs, materials, quantities, subcontracts and markups. Subcontract pricing shall also be itemized and quantified. § 7.1.5 A Change Order shall be based upon agreement among the Owner, Owner’s Representative, Contractor, and Architect; a Construction Change Directive requires agreement by the Owner Owner’s Representative and Architect and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone. § 7.1.6 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. A Change Order is a written instrument prepared by the Construction Manager Owner’s Representative and signed by the Owner, Construction Manager, Owner’s Representative, Architect, and Contractor, stating their agreement upon all of the following: PAGE 20 .3 The extent of the adjustment, if any, in the Contract Time. § 7.2.1 Notwithstanding anything in the Contract Documents to the contrary, Amendments, Construction Change Directives, or Change Orders shall not be binding on the Owner without an authorized signature in accordance with the City of Aspen Procurement Code. … § 7.3.1 A Construction Change Directive is a written order prepared by the Construction Manager Owner’s Representative and signed by the Owner, Construction Manager Owner’s Representative and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. … 144 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 15 § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Construction Manager Owner’s Representative shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Construction Manager Owner’s Representative may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers’ compensation insurance, and other employee costs approved by the Construction Manager Owner’s Representative and Architect; PAGE 21 § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Construction Manager Owner’s Representative of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. … § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Construction Manager Owner’s Representative and Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Construction Manager Owner’s Representative and Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Construction Manager Owner’s Representative and Architect determine to be reasonably justified. The interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Construction Manager Owner’s Representative and Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Construction Manager Owner’s Representative shall prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. … The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect’s order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Construction Manager Owner’s Representative and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect’s order for a minor change without prior notice to the Construction Manager Owner’s Representative that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. PAGE 22 § 8.2.3 The Contractor shall begin the Work within seven (7) days of the date of commencement in the Notice to Proceed. The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion and Final Completion within the Contract Time. 145 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 16 § 8.2.4 In the event that the Contractor fails, or appears likely to fail, to complete a Contractual Milestone or completion date as evidenced by the latest update of the Contractor’s Construction Schedule, through no fault of the Owner, Architect or Owner’s Representative, or any of their employees, the Owner shall have the right to impose any or all of the following options: § 8.2.4.1 Require the Contractor to prepare a Recovery Plan to get back on schedule within ten (10) days. § 8.2.4.2 If the Recovery Plan proposed by the Contractor does not reflect completion of the Project by the applicable Contractual Milestone or completion dates in the current Contractor’s Schedule, as adjusted, the Owner may unilaterally establish a Recovery Plan and the Contractor shall comply therewith, and/or the Owner’s Representative may require the Contractor to take any of the actions set forth below and its subsections without additional cost to the Owner, Owner’s Representative, or Architect to makeup the lag in scheduled progress. § 8.2.4.3 Require the Contractor to increase its work force, work overtime, and/or extra shifts, and do whatever else is required by the Owner until Contractor gets back on schedule as established by the Contractor’s Construction Schedule (including any updates thereto), such measures being at no extra cost to Owner . § 8.2.4.4 Withhold progress payment in accordance with Section 9.5.1. § 8.2.4.5 Contact or visit any factory, plant or distribution center whose production or delivery schedule may be causing a delay to the scheduled completion of the Work, and expedite same, at Contractor’s expense. § 8.2.4.6 Failure of the Contractor to substantially comply with the requirements of Section 8.2 shall be grounds for a determination by the Owner that the Contractor is in breach of this Contract by failing to prosecute the Work to ensure its completion within both the Contract Time and the updated Contractor’s Construction Schedule. … § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner, Architect, Construction Manager, Owner’s Representative, or an employee of any of them, or of the Owner’s own forces, Separate Contractors, or other Contractors; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor’s control; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Contractor asserts and the Architect, based on the recommendation of the Construction Manager, Owner’s Representative, determines justify delay, then the Contract Time shall be extended for such reasonable time as the Architect may determine. PAGE 23 Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the Construction Manager, Owner’s Representative, before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Construction Manager Owner’s Representative and the Architect. This schedule, unless objected to by the Construction Manager Owner’s Representative or Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment. The Construction Manager Owner’s Representative shall forward to the Architect the Contractor’s schedule of values. Any changes to the schedule of values shall be submitted to the Construction Manager Owner’s Representative and supported by such data to substantiate its accuracy as the Construction Manager Owner’s Representative and the Architect may require, and unless objected to by the Construction Manager Owner’s Representative or the Architect, shall be used as a basis for reviewing the Contractor’s subsequent Applications for Payment. The Schedule of Values shall include a separate line item for monthly updating of the As-Built Record Drawings in electronic format. … § 9.3.1 At least fifteen days before the date established for each progress payment, the Contractor shall submit to the Construction Manager Owner’s Representative an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor’s right to payment that the Owner, 146 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 17 Construction Manager Owner’s Representative or Architect require, such as copies of requisitions, and releases of waivers of lien from Subcontractors and suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Construction Manager Owner’s Representative and Architect, but not yet included in Change Orders. … § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and stored materials and equipment , which must be properly labeled with the Project, must be available for inspection by the Architect and Owner’s Representative, and must be accompanied by documentary evidence as to quantity and value of materials, including insurance on the materials as evidenced by a Certificate of Insurance noting the Owner and Contractor as an Additional Insured. The Application for Payment shall include the costs of applicable insurance, storage, and transportation to the site, for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials and equipment relating to the Work. Evidence of payment for all work included in previous payments to the Contractor shall be provided in writing from each subcontractor and material supplier. PAGE 24 § 9.4.1 Where there is only one Contractor, the Construction Manager Owner’s Representative will, within seven days after the Construction Manager’s Owner’s Representative’s receipt of the Contractor’s Application for Payment, review the Application, certify the amount the Construction Manager Owner’s Representative determines is due the Contractor, and forward the Contractor’s Application and Certificate for Payment to the Architect. Within seven days after the Architect receives the Contractor’s Application for Payment from the Construction Manager, Owner’s Representative, the Architect will either (1) issue to the Owner a Certificate for Payment, in the full amount of the Application for Payment, with a copy to the Construction Manager; Owner’s Representative; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Construction Manager Owner’s Representative and Owner of the Architect’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Construction Manager Owner’s Representative and Owner of the Architect’s reason for withholding certification in whole as provided in Section 9.5.1. The Construction Manager Owner’s Representative will promptly forward to the Contractor the Architect’s notice of withholding certification. § 9.4.2 Where there is more than one Contractor performing portions of the Project, the Construction Manager Owner’s Representative will, within seven days after the Construction Manager Owner’s Representative receives all of the Contractors’ Applications for Payment: (1) review the Applications and certify the amount the Construction Manager Owner’s Representative determines is due each of the Contractors; (2) prepare a Summary of Contractors’ Applications for Payment by combining information from each Contractor’s application with information from similar applications for progress payments from the other Contractors; (3) prepare a Project Application and Certificate for Payment; (4) certify the amount the Construction Manager Owner’s Representative determines is due all Contractors; and (5) forward the Summary of Contractors’ Applications for Payment and Project Application and Certificate for Payment to the Architect. § 9.4.2.1 Within seven days after the Architect receives the Project Application and Project Certificate for Payment and the Summary of Contractors’ Applications for Payment from the Construction Manager, Owner’s Representative, 147 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 18 the Architect will either (1) issue to the Owner a Project Certificate for Payment, with a copy to the Construction Manager; Owner’s Representative; or (2) issue to the Owner a Project Certificate for Payment for such amount as the Architect determines is properly due, and notify the Construction Manager Owner’s Representative and Owner of the Architect’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Project Application for Payment, and notify the Construction Manager Owner’s Representative and Owner of the Architect’s reason for withholding certification in whole as provided in Section 9.5.1. The Construction Manager Owner’s Representative will promptly forward the Architect’s notice of withholding certification to the Contractors. § 9.4.3 The Construction Manager’s Owner’s Representative’s certification of an Application for Payment or, in the case of more than one Contractor, a Project Application and Certificate for Payment, shall be based upon the Construction Manager’s Owner’s Representative’s evaluation of the Work and the data in the Application or Applications for Payment. The Construction Manager’s Owner’s Representative’s certification will constitute a representation that, to the best of the Construction Manager’s Owner’s Representative’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.4 The Architect’s issuance of a Certificate for Payment or, in the case of more than one Contractor, Project Application and Certificate for Payment, shall be based upon the Architect’s evaluation of the Work, the recommendation of the Construction Manager, Owner’s Representative, and data in the Application for Payment or Project Application for Payment. The Architect’s certification will constitute a representation that, to the best of the Architect’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is, or Contractors are, entitled to payment in the amount certified. § 9.4.5 The representations made pursuant to Sections 9.4.3 and 9.4.4 are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Construction Manager Owner’s Representative or Architect. § 9.4.6 The issuance of a Certificate for Payment or a Project Certificate for Payment will not be a representation that the Construction Manager Owner’s Representative or Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.4.7 Retainage of five percent (5%) will be withheld as detailed in the AIA Document A132-2019 Section 5.1.7 Retainage. PAGE 25 § 9.5.1 The Construction Manager Owner’s Representative or Architect may withhold a Certificate for Payment or Project Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Construction Manager’s Owner’s Representative’s or Architect’s opinion the representations to the Owner required by Section 9.4.3 and 9.4.4 cannot be made. If the Construction Manager Owner’s Representative or Architect is unable to certify payment in the amount of the Application, the Construction Manager Owner’s Representative will notify the Contractor and Owner as provided in Section 9.4.1 and 9.4.2. If the Contractor, Construction Manager Owner’s Representative and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment or a Project Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Construction Manager Owner’s Representative or Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment or Project Certificate for Payment previously issued, to such extent as may be necessary in the Construction Manager’s Owner’s Representative’s or Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from the acts and omissions described in Section 3.3.2 because of … 148 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 19 § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. In the event the Architect nullifies a previously issued Certificate for Payment, and the Owner has, prior to such nullification, paid thereon, the Contractor shall promptly reimburse to the Owner amounts the latter had paid pursuant to the nullified Certificate for Payment. Alternately, the Owner may withhold payment in any subsequent Application for Payment, until the reasons for nullification of the previously issued project Certificate for Payment have been remedied. § 9.5.4 If the Architect or Construction Manager Owner’s Representative withholds certification for payment under Section 9.5.1, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Construction Manager, Owner’s Representative, and both will reflect such payment on the next Certificate for Payment. § 9.5.5 The Contractor shall not stop work or terminate the Contract if the Architect should refuse to issue certification under Section 9.5 or its subsections or any other portion of the General Conditions as supplemented herein. … § 9.6.1 After the Architect has issued a Certificate for Payment or Project Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Construction Manager Owner’s Representative and Architect. PAGE 26 § 9.6.3 The Construction Manager Owner’s Representative will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Owner, Construction Manager Owner’s Representative and Architect on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner, Construction Manager Owner’s Representative nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. … If the Construction Manager Owner’s Representative and Architect do not issue a Certificate for Payment or a Project Certificate for Payment, through no fault of the Contractor, within fourteen days after the Construction Manager’s Owner’s Representative’s receipt of the Contractor’s Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents, the amount certified by the Construction Manager Owner’s Representative and Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days’ notice to the Owner, Construction Manager Owner’s Representative and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. … § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall notify the Construction Manager, Owner’s Representative, and the Contractor and Construction Manager Owner’s Representative shall jointly prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. 149 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 20 § 9.8.3 Upon receipt of the list, the Architect, assisted by the Construction Manager, Owner’s Representative, will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect, assisted by the Construction Manager, Owner’s Representative, to determine Substantial Completion. § 9.8.4 When the Architect, assisted by the Construction Manager, Owner’s Representative, determines that the Work of all of the Contractors, or designated portion thereof, is substantially complete, the Construction Manager Owner’s Representative will prepare, and the Construction Manager Owner’s Representative and Architect shall execute, a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for 200% of the value of the Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.8.6 The Contractor shall provide a digital video record of all Owner staff training and commissioning of equipment. These videos will become a permanent part of all Operations and Maintenance manuals as applicable. § 9.8.7 The Contractor shall furnish the Owner "As-built Record Drawings" on a USB drive in .pdf format. The Architect shall furnish one set of the original bidding documents to the Contractor for this work as "backgrounds" in electronic media as described above. Record Specifications shall be similarly modified, using Microsoft Word 2016 or later. The Contractor shall furnish the Owner "As-built Record Drawings" on USB drive at Final Completion. PAGE 27 § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor and Construction Manager Owner’s Representative shall jointly prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect after consultation with the Construction Manager.Owner’s Representative. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Construction Manager, Owner’s Representative, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. … § 9.10.1 Upon completion of the Work, the Contractor shall forward to the Construction Manager Owner’s Representative a notice that the Work is ready for final inspection and acceptance, and shall also forward to the Construction Manager Owner’s Representative a final Contractor’s Application for Payment. Upon receipt, the Construction Manager Owner’s Representative shall perform an inspection to confirm the completion of Work of the Contractor. The Construction Manager Owner’s Representative shall make recommendations to the Architect when 150 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 21 the Work of all of the Contractors is ready for final inspection, and shall then forward the Contractors’ notices and Application for Payment or Project Application for Payment, to the Architect, who will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Construction Manager Owner’s Representative and Architect will promptly issue a final Certificate for Payment or Project Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Construction Manager’s Owner’s Representative’s and Architect’s final Certificate for Payment or Project Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect through the Construction Manager Owner’s Representative (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment (5) documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys’ fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manager Owner’s Representative and Architect so confirm, the Owner shall, upon application by the Contractor and certification by the Construction Manager Owner’s Representative and Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect through the Construction Manager Owner’s Representative prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. PAGE 28 The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall submit the Contractor’s safety program to the Construction Manager Owner’s Representative for review and coordination with the safety programs of other Contractors. The Construction Manager’s Owner’s Representative’s responsibilities for review and coordination of safety programs shall not extend to direct control over or charge of the acts or omissions of the Contractors, Subcontractors, agents or employees of the Contractors or Subcontractors, or any other persons performing portions of the Work and not directly employed by the Construction Manager.Owner’s Representative. PAGE 29 § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2, 10.2.1.3 and 10.2.1.4. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner, Construction Manager Owner’s Representative or Architect or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 3.18. 151 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 22 § 10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner, Construction Manager Owner’s Representative and Architect. … § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner, Construction Manager Owner’s Representative and Architect of the condition. § 10.3.2 Upon receipt of the Contractor’s notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor, Construction Manager Owner’s Representative and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor, the Construction Manager Owner’s Representative and the Architect will promptly reply to the Owner in writing stating whether or not any of them has reasonable objection to the persons or entities proposed by the Owner. If the Contractor, Construction Manager Owner’s Representative or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor, the Construction Manager Owner’s Representative and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Construction Manager, Owner’s Representative, Architect, their consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. PAGE 30 § 11.1 Contractor’s Insurance and BondsContractor’s Insurance and Bonds- Refer to AIA Document A132-2019- Exhibit A- Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Owner, Construction Manager and Construction Manager’s consultants, and the Architect and Architect’s consultants, shall be named as additional insureds under the Contractor’s commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2 The Contractor shall provide surety bonds of the types, for such penal sums, and subject to such terms and conditions as required by the Contract Documents. The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. 152 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 23 § 11.1.4 Notice of Cancellation or Expiration of Contractor’s Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice directly to the Owner, and separately to the Construction Manager, of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.2 Owner’s Insurance § 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Owner shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required property insurance, with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents, the Owner shall inform both the Contractor and the Construction Manager, separately and in writing, prior to commencement of the Work. Upon receipt of notice from the Owner, the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub-Subcontractors in the Work. When the failure to provide coverage has been cured or resolved, the Contract Sum and Contract Time shall be equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of the insurance shall be charged to the Owner by a Change Order. If the Owner does not provide written notice, and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance, the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. § 11.2.3 Notice of Cancellation or Expiration of Owner’s Required Property Insurance. Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents, the Owner shall provide notice directly to the Contractor, and separately to the Construction Manager, of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents, and employees, each of the other; (2) the Construction Manager and Construction Manager’s Owner’s Representative and Owner’s Representative’s consultants; (3) the Architect and Architect’s consultants; (4) other Contractors and any of their subcontractors, sub-subcontractors, agents, and employees; and (5) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Construction Manager, Construction Manager’s Owner’s Representative, Owner’s Representative’s consultants, Architect, Architect’s consultants, other Contractors, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this Section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty 153 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 24 of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. PAGE 31 The Owner, at the Owner’s option, may purchase and maintain insurance that will protect the Owner against loss of use of the Owner’s property, or the inability to conduct normal operations, due to fire or other causes of loss. The Owner waives all rights of action against the Contractor, Architect, and Construction Manager Owner’s Representative for loss of use of the Owner’s property, due to fire or other hazards however caused. … § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Construction Manager, Owner’s Representative, Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Construction Manager, Owner’s Representative, Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. … § 12.1.1 If a portion of the Work is covered contrary to the Construction Manager’s Owner’s Representative’s or Architect’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by either, be uncovered for their examination and be replaced at the Contractor’s expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Construction Manager Owner’s Representative or Architect has not specifically requested to examine prior to its being covered, the Construction Manager Owner’s Representative or Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor’s expense. … The Contractor shall promptly correct Work rejected by the Construction Manager Owner’s Representative or Architect or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion, and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Construction Manager’s Owner’s Representative’s and Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. PAGE 32 § 12.2.2.1 In addition to the Contractor’s obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof, or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, Construction Manager Owner’s Representative or Architect, the Owner may correct it in accordance with Section 2.5. § 12.2.2.1.1 Should the warranty issue involve a leak, water ingress, flooding, hazardous material, potential for increased damage to adjacent buildings, or adversely affect adjacent building occupants, the Contractor must begin to correct the issue immediately to prevent further damage and within 48 hours have rectified the problem, or have a 154 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 25 clear work plan for the long term rectification of the issue to comply with the Contract Documents. The Contractor shall provide detailed documentation demonstrating repair or replacement of all warranty items. § 12.2.2.2 The one-year two-year (2 year) period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year two-year (2 year) period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. … The Contract shall be governed by the law of the place where the Project is located excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4.laws of the State of Colorado, and venue shall be in the County of Pitkin, State of Colorado. § 13.1.1 Written Notice Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to the respective persons at the addresses listed below. Owner: City Manager City of Aspen 427 Rio Grande Place Aspen, CO 81611 With a copy to: James R. True, Esq. City Attorney 427 Rio Grande Place Aspen, Colorado 81611 Contractor: PNCI Construction Inc. 553 25 ½ Road Grand Junction, CO 81505 Architect: Rosenfeld Design, LLC 81 Crescent Place Glenwood Springs, CO 81601 Owner’s Representative: Phil Vaughan Construction Management, Inc. Attn. Philip Vaughan- President 1038 County Road 323 Rifle, CO 81650 PAGE 33 § 13.3.2 No action or failure to act by the Owner, Construction Manager, Owner’s Representative, Architect, or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. 155 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 26 § 13.3.3 Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101 et seq. … § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for The Contractor shall schedule such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and contracted by the Owner. Owner shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Construction Manager Owner’s Representative and Architect timely notice of when and where tests and inspections are to be made so that the Construction Manager Owner’s Representative and Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Construction Manager, Owner’s Representative, Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Construction Manager Owner’s Representative and Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Construction Manager Owner’s Representative and Architect of when and where tests and inspections are to be made so that the Construction Manager Owner’s Representative and Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner’s expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Construction Manager’s Owner’s Representative’s and Architect’s services and expenses, shall be at the Contractor’s expense. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Construction Manager Owner’s Representative for transmittal to the Architect. § 13.4.5 If the Construction Manager Owner’s Representative or Architect is to observe tests, inspections, or approvals required by the Contract Documents, the Construction Manager Owner’s Representative or Architect will do so promptly and, where practicable, at the normal place of testing. PAGE 34 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.Interest on amounts ultimately determined to be due to a Contractor or the Owner shall be payable at the statutory rated applicable to judgments from the date the claim arose through the date of decision or judgement, whichever is later. Aspen Municipal Code 4.16.070. Interest. … .3 Because the Construction Manager Owner’s Representative has not certified or the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or PAGE 35 § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days’ notice to the Owner, Construction Manager Owner’s Representative and Architect, terminate the Contract and recover from the 156 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 27 Owner payment for Work executed, as well as reasonable overhead and profit on Work not executed, and costs incurred by reason of such termination. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, or their agents or employees, or any other persons performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days’ notice to the Owner, Construction Manager Owner’s Representative and Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. … § 14.2.2 When any of the reasons described in Section 14.2.1 exist, after consultation with the Construction Manager, Owner’s Representative, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; … § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Construction Manager’s Owner’s Representative’s and Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall, upon application, be certified by the Initial Decision Maker after consultation with the Construction Manager, Owner’s Representative, and this obligation for payment shall survive termination of the Contract. PAGE 36 The Owner and Contractor shall commence all Claims and causes of action against the other and call claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, Contract in accordance with the requirements of the binding final dispute resolution method selected in the Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. within the time period specified by applicable Colorado law. The Owner and Contractor waive all Claims claims and causes of action not commenced in accordance with this Section 15.1.2.Section 15.1.2. … § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Construction Manager Owner’s Representative and Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. PAGE 37 § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision. The Architect Owner’s Representative will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered. 157 Additions and Deletions Report for AIA Document A232 – 2019. Copyright © 1992, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:17:37 ET on 10/09/2025 under Order No.2114456543 which expires on 12/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1365526904) 28 Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. … § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties, the Construction Manager, Owner’s Representative, and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. PAGE 38 § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, shall be subject to mediation as a condition precedent to binding dispute resolution. Venue and jurisdiction for any suit brought to enforce the terms of this Agreement shall be in Pitkin County District Court, State of Colorado. … § 15.4 ArbitrationLITIGATION § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. The Arbitration shall be conducted in the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded.Litigation. This Contract, and all matters interpreting it and arising under it shall be enforced in, and all parties, do now submit to, the exclusive jurisdiction and venue of the District Court, City and County of Pitkin, State of Colorado, in the event of any litigation concerning this Contract, and regardless of where this Contract may be executed. Each party consents to and agrees to file a general appearance in the event that it receives service of process. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 15.4.4 Consolidation or Joinder § 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined 158