HomeMy WebLinkAboutresolution.council.011-06
RESOLUTION NO.ll
Series of 2006
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A DESIGN PROPOSAL FROM WILLIS PEMBER ARCHITECTS FOR
DESIGN PLANNING AND CONSTRUCTION OF THE ASPEN AIRPORT
BUSINESS CENTER EMPLOYEE HOUSING PROJECT, AND AUTHORIZING THE
MAYOR OR CITY MANAGER TO EXECUTE A CONTRACT ON BEHALF OF THE
CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a design proposal from
Willis Pember Architects for design, planning, and construction of Aspen Airport
Business Center Employee Housing Project, a true and accurate copy of which is attached
hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves that design proposal
from Willis Pember Architects for design, planning and construction of Aspen Airport
Business Center Employee Housing Project, a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the Mayor or City Manager to execute
said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspenonthe.:tl~ daYOf~06.
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council of the
City of Aspen, Colorado, at a meeting held on the day here' above stated.
TLO- saved; 6/22/2004-254.G:\tara\Resos\aabc housing.dope
REQUEST FOR INFORMATION
To: Troy Rayburn, City of Aspen, Asset Management
Fr: Willis Pember, WPA
RE: AABC City Employee Housing Competition
2.21.06
1. Overall Project Budget! per square foot costs
The bottom line is $808,344 (see attached spread sheet abc!/PDF)
Less $50.000 grant from CORE ~
$758,344 = $217/SF
Note: the CORE grant sum was established in a tech review meeting between Gary
Goodson of CORE, the builder, JCI Construction and the design team in January.
2. Planning, Architectural and Landscape Design Services - Professional
Services Fee - Estimate
A. Planning Services Fee
a. County AH2/PUD Amendment
$25,000 (Elk Mountains Planning Group, Inc)
B. Landscape Architect $30,000 (Dunnett Design)
C. Architect $80,000 (Willis Pember Architects, Inc)
D. Mechanical and Plumbing Engineering $15,000 (Resource Enginnering Group, Inc)
E. Structural Engineering $15,000 (KL&A of Colorado)
Sub-total
Fees paid to date
Total Professional Services Fee
$165,000
<$6.000>
$159,000
Note: Fees are full service. Do not include reimbursibles, or fees paid by owner for surveys,
soils tests or permits.
3. Total Project Costs (#1 + 2 above)
$758,344
$159.000
$917,344
PART I AGREEMENT FOR DESIGN/BUILD PROJECT
Th,{";lyofA<p<n
THIS AGREEMENT, made and entered into on 27 February 2006, by and between the CITY
OF ASPEN, Colorado, hereinafter called the "City", and Willis Pember Architects, Inc.,
hereinafter called the "Design/Builder".
WHEREAS, the City has caused to be prepared, in accordance with the law,
specifications and other Contract Documents for the work herein described, and has approved
and adopted said documents, and has caused to be published, in the manner and for the time
required by law, an advertisement, for the project entitled: 212 AABC City Employee Housing,
and,
WHEREAS, the Design/Builder, in response to such advertisement, or in response to
direct invitation, has submitted to the City, in the manner and at the time specified, a sealed
proposal in accordance with the terms of said Invitation for Proposals; and,
WHEREAS, the City, in the manner prescribed by law, has publicly opened, examined,
and canvassed the proposals submitted in response to the published Invitation for Proposals
therefore, and as a result of such canvass has determined and declared that it is in the City's
best interest to award to the Design/Builder this Part 1 Agreement therefore, for the sum or
sums set forth herein;
NOW, THEREFORE, in consideration of the payments and Part 1 Agreement herein
mentioned:
1. The Design/Builder shall commence and complete the Work as fully described in
the Contract Documents.
2. The Design/Builder shall furnish all of the materials, supplies, tools, equipment,
labor and other services necessary for the Work described herein.
3. The Design/Builder shall commence the Work required by the Contract
Documents within seven (7) consecutive calendar days after the date of "Notice To Proceed"
and will complete the same by the date and time indicated in the Special Conditions unless the
time is extended in accordance with appropriate provisions in the Contract Documents.
4. The Design/Builder agrees to perform all of the Work described in the Contract
Documents and comply with the terms therein for a sum not to exceed Three Hundred Fifteen
Thousand one Dollar Thirty Eight Cents ($315,001.38) or as shown on the Exhibit "A" for said
Part I Agreement.
CC3-971.doc
"CC1
Page 1
5. The term "Contract Documents" means and includes the documents listed in the City of
Aspen General Conditions for Part 1 Design/Build Projects, the Special Conditions, if any, and
Design/Builder's Proposal. The Contract Documents are included herein by this reference and
made a part hereof as if fully set forth here.
6. The City shall pay to the Design/Builder in the manner and at such time as set
forth in the General Conditions, unless modified by the Special Conditions, such amounts as
required by the Documents.
7. This Part 1 Agreement shall be binding upon all parties hereto and their respective
heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the
contrary contained herein or in the Contract Documents, this Part 1 Agreement shall be subject
to the City of Aspen Procurement Code, Title 4 of the Municipal Code, including the approval
requirements of Section 4-08-040. This agreement shall not be binding upon the City unless
duly executed by the City Manager or the Mayor of the City of Aspen (or a duly authorized
official in his/her absence) following a resolution of the Council of the City of Aspen authorizing
the Mayor or City Manager (or a duly authorized official in his/her absence) to execute the
same.
8. This agreement and all of the covenants hereof shall inure to the benefit of and be
binding upon the City and the Design/Builder respectively and their agents, representatives,
employees. Successors, assigns, and legal representatives. Neither the City nor the
Design/Builder shall have the right to assign, transfer or sublet his or her interest or obligations
hereunder without the written consent of the other party.
9. This agreement does not and shall not be deemed or construed to confer upon or
grant to any third party or parties, except to parties to whom the Design/Builder or the City may
assign this Part 1 Agreement in accordance with the specific written consent, any rights to claim
damages or to bring suit, action or other proceeding against either the City or the Design/Builder
because of any breach hereof or because of any of the terms, covenants, agreements or
conditions herein contained.
10. No waiver of default by either party of any terms, covenants or conditions hereof
to be performed, kept and observed by the other party shall be construed, or operate as, a
waiver of any subsequent default of any of the terms, covenants or conditions herein contained,
to be performed, kept and observed by the other party.
11. The parties agree that this Part 1 Agreement was made in accordance with the
laws of the State of Colorado and shall be so construed. Venue is agreed to be kept exclusively
in the courts of Pitkin County, Colorado.
12. In the event that legal action is necessary to enforce any of the provisions of this
Part 1 Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's
fees.
13. This Part 1 Agreement was reviewed and accepted through the mutual efforts of
the parties hereto, and the parties agree that no construction shall be made or presumption
shall arise for or against either party based on any alleged unequal status of the parties in the
negotiation, review or drafting of this Part 1 Agreement.
CC3-971.doc
**CC1
Page 2
14. The undersigned representative of the Design/Builder, as an inducement to the
City to execute this Part 1 Agreement, represents that he/she is an authorized representative of
the Design/Builder for the purposes of executing this Part 1 Agreement and that he/she has full
and complete authority to enter into this Part 1 Agreement for the terms and conditions
specified herein.
IN WITNESS WHEREOF, the parties agree hereto have executed this Part 1 Agreement on the
date first above written.
~ t1a.
;t.
Title:
By:
RECOMM
C'
Asset Ma
APPROVE AS TO FORM:
By;" ~J?~
.......------tity orney
ATTESTED BY:
DESIGN/BUILDER:
By: C o~2~1 .~
J~t; ~L".u-
Title: "f (l...( ". 'w'. c..lA ~ P I'-""'-l'. <=-/'L-
f<1I-c. 1M- ~ yf. I N <-.
Note: Certification of Incorporation shall be executed if Design/Builder is a Corporation. If a
partnership, the Agreement shall be signed by a Principal and indicate title.
**CC1
Page 3
CC3-971.doc
CERTIFICATE OF INCORPORATION
STATE OF
)
)SS.
)
, 20Q,b before me appeared
, to me personally known, who,
of
and that the seal affixed
to said instrument is the corporate seal of said corporation, and that said instrument was signed
and sealed in behalf of said corporation by authority of its board of directors, and said deponent
acknowledged said instrument to be the free act and deed of said corporation.
WITNESS MY ftAND AND ~T ARIAL SEAL the day and year in this certificate first above
written. ?t.., ~ o. & 1->., ~ , ,Plz..")/.D~T or
VVILt.-/.{' f&-M/3E-A- Ir/l..Offr~Tf, /ArC. QL
qaL~ on~
N tary Public
My commission expires:
/ IF) //J.o/(j
) / 9 5~Jh !Yl:I!~Ir~er
AddreSS!) /I g / /
!:.f.i!J1, Lo I t?(
CC3-971 ,doc
HCC1
Page 4
REQUEST FOR INFORMATION page 1/2
To: Troy Rayburn, City of Aspen, Asset Management 4.7.06
Ed Sadler, City of Aspen, Assistant City Manager
Fr: Willis Pember, WPA
RE: AABC City Employee Housing Competition, Modifications to Professional
Services Contract, AABC City Employee Housing
1. Planning, Architectural and Landscape Design Services - ProCessional
Services Fec - Final
A. Planning Services Fee I (Elk Mountains Planning Group, Inc)
a. County AH2/PUD Amendment $34,440
b. Pitkin County AH-2 rezoning application fee $6,100
c. Reimbursable Expenses $4,310
B. Landscape Architect (Dunnett Design, Inc)
a. Reimbursable Expenses
C. Architect (Willis Pember Architects, Inc)
a. Reimbursable Expenses
D. Civil Engineering (Sopris Eng)
a. Reimbursable Expenses
E. Mechanical and Plumbing Engineering (REG, Inc)
a. Annual Audits
b. Reimbursable Expenses
F. Structural Engineering (KL&A of Colorado)
a. Reimbursable Expenses
G. Soils Test HP Geotech
H. Improvement Survey - High Country
1. Energy Consultant (Efficiency in Mind)
Subtotal
Fees paid to date
$30,000
$1,000
$85,000
$7,000
$6,000
$700
$12,500
$2,500
$700
$15,000
$700
$2,400
$2,750
$700
$211 ,800
<$6,000>
Inclusive Total ProCessional Services Fee
$205,800
1. Planning Services limited 31 hours of County Staff time.
Condominiumization process excluded. AABC HOA approvals
included.
REQUEST FOR INFORMATION - page 2/2
1. Building Department Fees, Tap Fees, Utility hook-ups
A. Permit Fees
a. Energy Code
b. Road Impact
c. Permit Fee
d. Plan Check
e. Zoning Down Payment
$531.85
$7,818.00
$5,318.50
$3,457.03
$876.00
Total
$18,001.38
B. Tap Fees
a. Aspen Consolidated San. Dept.
b. Aspen Water Department Tap (9 ECU)
c. Holy Cross
d. Kinder Morgan Energy
$17,000
$72,000
$700
$1.500
$91,200
Total
Total Fees A+B
$109,201.38
Professional Services Fee, Building Fees and Tap Fees
$315,001.38
C. Conditions and Assumptions
1. Affordable Housing Fee is Waived
2. The following Subdivision Fees are not applicable
Parks/recreation/open space fee.
Parks/open space/agricultural preservation.
Trails Exaction.
Public Trails Fees.
School Impact fees.
Public Transportation Fees.
Health and Human Services Fees.
3. Tap fees may go up or down at time of permit. Any discounts
available to the client (City of Aspen) will be credited to this
fee schedule.
City of Aspen - General City of Aspen - General Conditions for Part 1 of DeSign BUild Projects
CITY OF ASPEN, COLORADO
GENERAL CONDITIONS FOR
PART ONE AGREEMENT
OF DESIGN/BillLD PROJECTS
(Version OB1-101)
TABLE OF CONTENTS
Article 1 - Design/Builder.
l.l,
1.2,
1.3,
1.4,
Services
Responsibilities ..
Basic Services ....
Additional Services ..
2.1.
Article 2 - City.
Responsibilities
Article 3 - Ownership and Use of Documents and Electronic Data.
Article 4 - Time.
Article 5 - Indemnification and Insurance
5.1.
5.2.
5.3.
Indenmification .................... ...........................
Design/Builder's Insurance
City's Liability Insurance . .................
Article 6 - Miscellaneous Provisions.
6.5.
6.6.
6.7.
6.8
6.9
6,10
6,11
6,12
6.13
6.14
6.15
6,16
6.17
6.18
6,19
Nondiscrimination
Giving Notice
General
Independent Contractor Status .................................................................. .........................................................................................
Prohibited Interest ...................... ........................... ................. .......................
Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflict of Interest. . ............ .....
Payment Subject to Annual Appropriations .. ........ .... ....................... ..................
Design/Builder Acceptance .... ........ ... .............. ........................ ............... ....... ...................................
Successors and Assigns ....................... .... .................. .................
ThirdParties .............. ............................ .......... ........... ............. .............. .................
Waiver ......................... ... ..... ................. ............................... ........................... .........
Contract Made in Colorado .........................
Attorneys' Fees.. .............................. ...................... ...................................................
Waiver of PresuI11ption ................... ..... ............................. ................... ............... ... ...
Severability Clause
9
............,..,..,.... 10
10
11
11
11
11
12
.....12
.12
12
12
,..,............ 12
..,..,............ 12
12
Article 7 - Termination of Agreement
2
2
3
3
,..,..,.. 4
7
..,.., 7
9
City of Aspen - General City of Aspen - General Conditions for ParI 1 of Design Build Projects
INTRODUCTION
The Contract Documents are complementary, and what is required by anyone shall be as binding as if required by all,
unless certain services or equipment are specifically excluded. These General Conditions have been prepared to be
incorporated by reference into the Part One Agreement entered into between the City and the DesignlBuilder. In the
event of conflict or inconsistency among the Contract Documents, the order of precedence set forth in the DesignlBuild
Agreement shall govern the interpretation of the Part One Agreement between the City of Aspen and the DesignlBuilder.
Words and abbreviations wbich have well-known technical or trade meanings are used in the Contract Documents in
accordance with their recognized meanings, provided however that those terms required to be defined in the Proposal by
the DesignlBuilder shall have the meaning given to them in the Proposal to the extent that they are not in conflict with
any other part or term of the Contract Documents.
ARTICLE 1
DESIGN/BUILDER
1.1 SERVICES
1.1.1 Preliminary design, budget, and schedule comprise the services required to accomplish the preparation and
submission of the DesignlBuilder's Proposal as well as the preparation and submission of any modifications to the
Proposal prior to execution of the Part 2 Agreement.
1.2 RESPONSIBILITIES
1.2.1. Design services required by this Part I Agreement shall be performed by qualified arcbitects and other
design professionals. The contractual obligations of such professional persons or entities are undertaken and
performed in the interest of the DesignlBuilder.
1.2.2 The agreements between the DesignlBuilder and the persons or entities identified in this Part I Agreement,
and any subsequent modifications, shall be in writing. These agreements, including financial arrangements with
respect to this Project, shall be promptly and fully disclosed to the City upon request.
1.2.3 Construction budgets shall be prepared by qualified professionals, cost estimators or contractors retained by
and acting in the interest of the DesignlBuilder.
1.2.4 The DesignlBuilder shall be responsible to the City for acts and Omissions of the DesignlBuilder's
employees, subcontractors and their agents and employees, and other persons, including the Arcbitect and other
design professionals, performing any portion of the DesignlBuilder's obligations under this Part I Agreement.
1.2.5 If the DesignlBuilder believes or is advised by the Arcbitect or by another design professional retained to
provide services on the Project that implementation of any instruction received from the City would cause a violation
of any applicable law, the DesignlBuilder shall notify the City in writing. Neither the DesignlBuilder not the
Arcbitect shall be obligated to perform any act wbich either believes will violate any applicable law.
1.2.6 Nothing contained in this Part I Agreement shall create a contractual relationsbip between the City and any
person or entity other than the DesignlBuilder.
DB1-101 doc - Page:2
City of Aspen - General City of Aspen - General Conditions for Part 1 of Design/Build Projects
1.3 BASIC SERVICES
1.3.1 The DesignlBuilder shall provide a preliminary evaluation of the City's program and project budget
requirements, each in terms of the other.
1.3.2 The DesignlBuilder shall visit the site, become familiar with the local conditions, and correlate observable
conditions with the requirements ofthe City's program, schedule and budget.
1.3.3 The Design/Builder shall review laws applicable to design and construction of the Project, correlate such
laws with the City's program requirements, and advise the City if any program requirement may cause a violation of
such laws. Necessary changes to the City's program shall be accomplished by appropriate written modification or
disclosed as described in Paragraph 1.3.5.
1.3.4 The DesignlBuilder shall review with the City alternative approaches to design and construction of the
Project.
1.3.5 The DesignlBuilder shall submit to the City a Proposal, including the completed Preliminary Design
Documents, a statement of the proposed schedule for completion of the Project. Preliminary Design Documents
shall consist of preliminary design drawings, outline specifications or other documents sufficient to establish the size,
quality and character of the entire Project, its architectural, structural, mechanical and electrical systems, and the
materials and such other elements of the Project as may be appropriate. Deviations from the City's program shall be
disclosed in the Proposal. If the Proposal is accepted by the City, the parties shall then execute the Part 2
Agreement. A modification to the Proposal before execution of the Part 2 Agreement shall be recorded in writing as
an addendum and shall be identified in the Contract Documents of the Part 2 Agreement.
1.4 ADDITIONAL SERVICES
1.4.1 The Additional Services described under this Paragraph 1.4 shall be provided by the DesignlBuilder and
paid for by the City if authorized or confirmed in writing by the City.
1.4.2 Making revisions in the Preliminary Design Documents, budget or other documents when such revisions
are:
I. inconsistent with approvals or instructions previously given by the City, including revisions made necessary by
adjustments in the City's program or Project budget.
2. required by the enac1ment or revision of codes, laws or regulations subsequent to the preparation of such
documents; or
3. due to changes required as a result of the City's failure to render decisions in a timely manner.
1.4.3 Providing more extensive progrannnatic criteria than that furnished by the City as described in Paragraph
2.1. When authorized, the DesignlBuilder shall provide processional services to assist the City in the preparation of
the program. Programming services may consist of:
I. consulting with the City and other persons or entities not designated in this Part I Agreement to defme the
program requirements of the Project and to review the understanding of such requirements with the City;
2. documentation of the applicable requirements necessary for the various Project functions or operations:
3. providing a review and analysis of the functional and organizational relationships, requirements, and objectives
for the Project;
4. setting forth a written program of requirements for the City's approval which summarizes the City's objectives,
schedule, constraints, and criteria.
1.4.4 Providing fmancial feasibility or other special studies.
1.4.5 Providing planning surveys, site evaluations or comparative studies of prospective sites.
DB1 101 doc Page 3
City of Aspen - General City of Aspen - General Conditions for Part 1 of Design/Build Projects
1.4.6 Providing special surveys, environmental studies, and submissions required for approvals of governmental
authorities or others having jurisdiction over the Project.
1.4.7 Providing services relative to future facilities, systems and equipment.
1.4.8 Providing services at the City's specific request to perform detailed investigations of existing conditions or
facilities or to make measured drawings thereof.
1.4.9 Providing services at the City's specific request to verify the accuracy of drawings or other information
furnished by the City.
1.4.10 Coordinating services in connection with the work of separate persons or entities retained by the City,
subsequent to the execution of this Part I Agreement.
1.4.11 Providing analyses of owning and operating costs.
1.4.12 Providing interior designs and other similar services required for or in connection with the selection,
procurement or installation of furniture, furnishings and related equipment.
1.4.13 Providing services for planning tenant or rental spaces.
1.4.14 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of
existing facilities.
ARTlCLE 2
CITY
2.1 RESPONSIBILITIES
2.1.1 The City shall provide full information in a timely manner regarding requirements for the Project, including
a written program which shall set forth the City's objectives, schedule, constraints and criteria.
2.1.2 The City shall establish and update an overall budget for the Project, including reasonable contingencies.
This budget shall not constitute the contract sum.
2.1.3 The City shall designate a representative authorized to act on the City's behalf with respect to the Project.
The City or such authorized representative shall render decisions in a timely manner pertaining to documents
submitted by the DesignlBuilder in order to avoid unreasonable delay in the orderly and sequential progress of the
DesignlBuilder's services. The City may obtain independent review of the documents by a separate architect, project
manager, contractor or cost estimator Wlder contract to or employed by the City. Such independent review shall be
Wldertaken at the City's expense in a timely manner and shall not delay the orderly progress of the DesignlBuilder's
services.
2.1.4 The City shall furnish surveys describing 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; adjacent drainage:
rights-of-way, restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining
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 benc1unark.
2.1.5 The City shall furnish the services of geotechnical engineers when such services are stipulated in this Part I
Agreement, or deemed reasonably necessary by the DesignlBuilder. Such services may include but are not limited to
test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardollB materials,
DB1-101 doc - Page 4-
City of Aspen General City of Aspen - General Conditions for Part 1 of Design/Build Projects
ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of
geotechnical engineer(s) or other consultants shall include preparation and submission of all appropriate reports and
professional recormnendations.
2.1.6 The City shall disclose, to the extent known to the City, the results and reports of prior tests, inspections or
investigations conducted for the Project involving: structural or mechanical systems: chemical, air, and water
pollution; hazardous materials; or other environmental and subsurface conditions. The City shall disclose all
information known to the City regarding the presence of pollutants at the Project's site.
2.1.7 The City shall furnish all legal, accounting and insurance counseling services as may be necessaty at any
time for the Project, including such auditing services as the City may require to verify the DesignlBuilder's
Applications for Payment.
2.1.8 The City shall promptly obtain easements, zoning variances and legal authorizations regarding site
utilization where essential to the execution of the City's program.
2.1.9 Those services, information, surveys and reports required by Paragraphs 2.1.4 through 2.1.8 which are
within the City's control shall be furnished at the City's expense, and the DesignlBuilder shall be entitled to
reasonably rely upon the accuracy and completeness thereof consistent with Design/Builder's sound professional
judgment, except to the extent the City advises the Design/Builder to the contrary in writing.
2.1.10 The City shall communicate with persons or entities employed or retained by the DesignlBuilder through
the DesignlBuilder, unless otherwise directed by the Design/Builder.
ARTICLE 3
OWNERSHIP AND USE OF
DOCUMENTS AND ELECTRONIC DATA
3.1. The copies or other tangible embodiments of all design materials, whether or not such materials are subject to
intellectual property protection, including but not limited to documents, shop drawings, computer programs developed
for the Project or if such programs are not the property of DesignlBuilders the results of the use of them by
DesignlBuilder, data, plans, drawings, sketches, illustrations, specifications, descriptions, models, the Design
Documents, as-built documents and any other documents developed, prepared, furnished, delivered or required to be
delivered by the DesignlBuilder to City under the Contract Documents (collectively "Design Materials") shall be and
remain the property of the City whether or not the Project or Work is commenced or completed; provided, however, that
City makes payment for the documents in accordance with the Contract Documents. During the term of the Agreement,
the Design/Builder shall be responsible for any loss or damage to the Design Materials, while the Materials are in the
possession of the Design/Builder or any of its Subcontractors, and any such Design Materials lost or damaged shall be
replaced or restored at the DesignlBuilder's expense. The intellectual property rights, if any, to the contents of or
concepts embodied in the Design Materials shall belong to the DesignlBuilder or its Design Subcontractors in
accordance with their contractual relationship and may be copyrighted by them in the United States or in any other
country, or be subject to any other intellectual property protection.
3.2. As to those Design Materials subject to copyright or as to which patent or trademark, or any other form of
intellectual property protection has been, is or will be obtained, the DesignlBuilder grants to City as of the date that the
Design Materials are delivered or required to be delivered to the City, a world-wide, paid-up, nonexclusive,
nontransferable (except as provided) license for the term of intellectual property protection, for the City to use,
reproduce and have reproduced, display and allow others to display and to publish and allow others to publish, in any
manner, at any time and as often as it desires, with or without compensation to the DesignlBuilder or any third party
subject to the following restrictions: (a) All copyright and other intellectual proprietary rights in orrelating to any of the
Design Materials, shall remain the property of the DesignlBuilder or Design Subcontractor whether or not the Project is
constructed. It is understood that, except as provided in this paragraph, the Design/Builder and Design Subcontractor
shall have the right to use any detail, part, concept or system( s) shown on, specified in, or inferable from the Design
DB1-101 doc - Page 5
City of Aspen - General City of Aspen - General Conditions for Part 1 of Design/BUild Projects
Materials on any other project and to retain copies for the DesignlBuilder's or Design Subcontractor's future use; (b)
City shall not, without prior written consent of the DesignlBuilder or Design Subcontractor use Design Materials or
documents, in whole or in part, for the construction of any other project. If, however, City agrees to indenmifY the City
of the intellectual property rights against liability arising from the misuse or incorrect use of Design Materials by City,
City shall be entitled to, at no additional cost to the City, use such materials and documents for additions, improvements,
changes or alterations to the Project after completion. IfDesignlBuilder is in default under this Contract and the Contract
is terminated, City shall be entitled to use the Design Materials for completion of the Project by others without
additional compensation, or a release, indenmification or other action by City; (c) Any reproduction of the Design
Materials or part of them shall be faithful and accurate to the original and of good quality; (d) City shall not remove or
alter, and shall reproduce and prominently display on all copies made by City, the copyright notice and other proprietary
legends appearing on the Design Materials when delivered to City. The restrictions set forth in (c) and (d) above shall be
imposed by City on any third party to whom the City allows to display or publish the Design Materials.
3.3. It is understood that City considers the Project's aggregate architectural expression (that is, the overall
combination of the Project's visually apparent design features) and any distinctive individual features, to be unique and
of commercial value, and the DesignlBuilder and its Design Subcontractors agree not to design or build, or allow other
third parties the use of the Design Materials to design or build another structure(s) having a substantially similar
architectural expression so that an average person would relate the structure(s) to the Project. DesignlBuilder and its
Design Subcontractors shall, however, be free to use individual features from the Project or combinations of features in
other projects, so long as the DesignlBuilder complies with the first sentence of this paragraph. DesignlBuilder shall
include this provision in its contracts with its Design Subcontractors and provide copies of these agreements to City.
3.4. As of the Date of Substantial Completion of the Project, or in the event of termination of the Agreement,
DesignlBuilder shall turn over to City any of the Design Materials referred to above which have not yet been submitted
to City. DesignlBuilder shall submit the Design Materials to City within ten days of the Date of Substantial Completion,
or date of termination. In the event of the failure by DesignlBuilder to make such delivery as provided above,
DesignlBuilder shall pay City any damages City may sustain from the failure.
ARTICLE 4
TIME
4.1 Upon the request of the City, the DesignlBuilder shall prepare a schedule for the performance of the Basic
and Additional Services which shall not exceed the established time limits and shall include allowances for periods
of time required for the City's review and for approval of submissions by authorities having jurisdiction over the
Project.
4.2 If the DesignlBuilder is delayed in the performance of services under this Part I Agreement through no fault
of the DesignlBuilder, any applicable schedule shall be equitably adjusted.
4.3 When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the
fITst and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day
made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation.
4.4 A consecutive calendar day of twenty-four hours measured from midnight to the next midnight shall constitute
a day. A working day is any day ; Monday through Friday of each week, also called business day.
ARTICLE 5
INDEMNIFICATION AND INSURANCE
5.i indemnification:
DB1 101 doc Page 6
City of Aspen General City of Aspen - General Conditions for ParI 1 of Design BUild Projects
The Design!Builder agrees to indemnity and hold harmless the City, its officers, employees, insurers, and self-insurance
pool, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without
limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any
other loss of any kind whatsoever, which arise out of or are in any manner connected with this contract, to the extent that
such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the act,
professional error, or negligence of the Design!Builder, any Subcontractor of the Design!Builder, or any officer,
employee, representative, or agent of the Design!Builder or of any Subcontractor of the Design!Builder, or which arises
out of any workmen's compensation claim of any employee of the Design!Builder or of any employee of any
Subcontractor of the Design!Builder. The Design!Builder agrees to investigate, handle, respond to, and provide defense
for and defend against, any such liability, claims or demands at the sole expense of the Design!Builder, or at the option
of the City, agrees to pay the City or reimburse the City for the defense costs incurred by the City in connection with,
any such liability, claims, or demands. The Design!Builder also agrees to bear all other costs and expenses related
thereto, including court costs and attorney fees, whether or not any such liability, claims, or demands alleged are
groundless, false, or fraudulent. If it is determined by the fmal judgment of a court of competent jurisdiction that such
injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City, its officers, or its
employees, the City shall reimburse the Design!Builder for the portion of the judgment attributable to such act, omission,
or other fault of the City, its officers, or employees.
5.2 Design/Builder's Insurance:
5.2.1. The Design!Builder agrees to procure and maintain, at its own expense, a policy or policies of insurance
sufficient to insure against all liability, claims, demands, and other obligations assumed by the Design!Builder pursuant
to Section 5.1 above. Such insurance shall be in addition to any other insurance requirements imposed by this contract or
by law. The Design!Builder shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant
to Section 5.1 above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or
maintain insurance in sufficient amounts, duration, or types.
5.2.2. Design!Builder shall procure and maintain, and shall cause any Subcontractor of the Design!Builder to procure
and maintain, the minimum insurance coverages listed in the Supplemental Conditions. If the Supplemental Conditions
do not set forth minimum insurance coverage, then the minimum coverage shall be as set forth below. Such coverage
shall be procured and maintained with forms and insurance acceptable to City. All coverage shall be continuously
maintained to cover all liability, claims, demands, and other obligations assumed by the Design!Builder pursuant to
Section 5.1 above. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods
shall be procured to maintain such continuous coverage.
5.2.2.1. Workmen'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 FNE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FNE
HUNDRED THOUSAND DOLLARS ($500,000.00) disease - policy limit, and FNE HUNDRED
THOUSAND DOLLARS ($500,000.00) disease - each employee. Evidence of qnalified self-insured status
may be substituted for the Workmen's Compensation requirements of this paragraph.
5.2.2.2. Commercial General Liability insurance with minimum combined single limits of ONE MILLION
DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate. The
policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury,
broad form property damage (including completed operations), personal injury (including coverage for
contractual and employee acts), blanket contractual, independent Design!Builders, products, and completed
operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy
shall contain a severability of interests provision.
5.2.2.3. 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 ONE
MILLION DOLLARS ($1,000,000.00) aggregate with respect to each Design!Builder's owned, hired and non-
owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of
081-101 doc - Page 7
City of Aspen - General City of Aspen - General Conditions for Part 1 of DeslgnlBUlld Projects
interests provision. If the DesignlBuilder has uo owned automobiles, the requiremeuts of this Sectiou 5.4.2.3
shall be met by each employee of the DesignlBuilder providing services to the City under this coutract.
5.2.2.4. Professional Liability Insurance with minimum limits of uot less than FIVE HUNDRED
THOUSAND DOLLARS ($500,000.00) each claim and in the aggregate.
5.2.3. Except for any Professional Liability insurance that may be required, the policy or policies required above shall
be endorsed to include the City of Aspen and the City of Aspen's officers and employees as additional insureds. Every
policy required above shall be primary insurance, and any insurance carried by the City of Aspen, its officers or
employees, or carried by or provided through any insurance pool of the City of Aspen, shall be excess and not
contributory insurance to that provided by DesignlBuilder. No additional insured endorsement to the policy required
above shall contain any exclusion for bodily injury or property damage arising from completed operations. The
DesignlBuilder shall be solely responsible for any deductible losses under any policy required above.
5.2.4. The certificate of insurance provided by the City of Aspen shall be completed by the DesignlBuilder's
insurance agent as evidence that policies providing the required coverage, conditions, and minimum limits are in full
force and effect, and shall be reviewed and approved by the City of Aspen prior to connnencement of the contract. No
other form of certificate shall be used. The certificate shall identifY this contract and shall provide that the coverage
afforded under the policies shall not be canceled, terminated or materially changed until at least (hirtv (30) davs prior
written notice has been given to the City of Aspen.
5.2.5 In addition, these Certificates of Insurance shall contain the following clauses:
Underwriters and issuers shall have no right of recovery or subrogation against the City of Aspen, it being the
intention of the parties that the insurance policies so effected shall protect all parties and be primary coverage
for any and all losses covered by the above-described insurance. To the extent that the City's insurer(s) may
become liable for secondary or excess coverage, the City's underwriters and insurers shall have no right of
recovery or subrogation against the DesignlBuilder.Underwriters and issuers shall have no right of recovery or
subrogation against the City of Aspen, it being the intention of the parties that the insurance policies so effected
shall protect all parties and be primary coverage for any and all losses covered by the above-described
insurance. To the extent that the City's insurer(s) may become liable for secondary or excess coverage, the
City's underwriters and insurers shall have no right of recovery or subrogation against the Contractor.
The insurance companies issuing the policy or policies shall have no recourse against the City of Aspen for
payment of any premiwns or for assessments under any form of policy.The insurance companies issuing the
policy or policies shall have no recourse against the City of Aspen for payment of any premiwns or for
assessments under any form of policy.
Any and all deductibles in the above-described insurance policies shall be assumed by and be for the amount
of, and at the sole risk of the Proposer.Any and all deductibles in the above-described insurance policies shall
be assumed by and be for the amount of, and at the sole risk of the Proposer.
Location of operations shall be: "All operations and locations at which work in connection with the referenced
project is done."Location of operations shall be: "All operations and locations at which work in connection
with the referenced project is done. n
Certificates of Insurance for all renewal policies shall be delivered to the City at least fifteen (15) days prior to
a policy's expiration date except for any policy expiring on the expiration date of this agreement or thereafter.
5.2.6. Failure on the part of the DesignlBuilder to procure or maintain policies providing the require~ coverage,
conditions, and mininnnn limits shall constitute a material breach of contract upon which City may innnediately
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 premiwns in connection therewith. All moneys so paid by City shall be repaid by
DesignlBuilder to City upon demand, or City may offset the cost of the premiwns against moneys due to DesignlBuilder
from City.
DB1 101 doc Page 8
City of Aspen General City of Aspen - General Conditions for Part 1 of Design/Build Projects
5.2.7. City reserves the right to request and receive a certified copy of any policy and any endorsement thereto.
5.3 City's Liability Insurance:
5.3.1. 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 Finance Department and are available to Design/Builder for inspection during
normal business honrs. City makes no representations whatsoever with respect to specific coverage offered by CIRSA.
City shall provide Design/Builder reasonable notice of any changes in its membership or participation in CIRSA.
5.3.2. The parties hereto further 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 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. Further, nothing in the Contract Documents shall be construed
or interpreted to require or provide for indenmification of the Design/Builder by the City for any injury to any person or
any property damage whatsoever which is caused by the negligence or other misconduct of City or its agents or
employees.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 The City and the DesignlBuilder, respectively, bind themselves, their partners, successors, assigns and
legal representatives to the other party to this Part I Agreement and to the partners, successors and assigns of such
other party with respect to all covenants of this Part I Agreement. Neither the City nor the Design/Builder shall
assign this Part I Agreement without the written consent of the other.
6.2 Unless otherwise provided, neither the design for not the cost of remediation of hazardous materials shall
be the responsibility of the Design/Builder. '
6.3 This Part I Agreement represents the entire and integrated agreement between the City and the
Design/Builder and supersedes all prior negotiations, representations or agreements, either written or oral. This Part
I Agreement may be amended only by written instrument signed by both the City and the Design/Builder.
6.4 Prior to the termination of the services of the Architect or any other design professional designated in this
Part I Agreement, the DesignIBuilder shall identifY to the City in writing another architect or design professional
with respect to whom the City has not reasonable objection, who will provide the services originally to have been
provided by the Architect or other design professional whose services are being terminated.
6.5 Nondiscrimination
During the performance of this Contract, the Design/Builder agrees as follows:
6.5.1. The Design/Builder will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, national origin, age, marital status, sexual orientation, being handicapped, a disadvantaged
person, or a disabled or Viet Nam era veteran. The Design/Builder will take affirmative action to insure that applicants
are employed, and that employees are treated during employment without regard to their race, color, religion, sex,
national origin, sex, age, sexnal orientation, handicapped, a disadvantaged person, or a disabled or Viet Nam era
veteran. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of payor other fonus of compensation; and selection
DB1 101 doc - Page 9
City of Aspen - General City of Aspen - General Conditions for Part 1 of OeslgnlBulld Projects
for training, including apprenticeship. The DesignlBuilder agrees to post in conspicuous places, available to employees
and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
6.5.2. The DesignlBuilder, with regard to the Work performed by it during the Contract, shall not
discriminate on the grounds ofrace, color, religion, sex, national origin, sexual orientation, age, marital status, being
handicapped, a disadvantaged person, or a disabled or Viet Nam era veteran in the selection and retention of
Subcontractors, including procurements of materials and leases of equipment.
6.5.3. The DesignlBuilder will, in all solicitations or advertisements for employees placed by or on behalf of
the DesignlBuilder, state that all qualified applicants will receive consideration for employment without regard to race,
color, religion, sex, national origin, sexual orientation, age, marital status, being handicapped, a disadvantaged person,
or a disabled or Viet Nam era veteran.
6.5.4. In all solicitations either by competitive bidding or negotiation made by the DesignlBuilder for work
to be performed under a subcontract, including procurements of materials or leases of equipment, each potential
Subcontractor or Supplier shall be notified by the DesignlBuilder of the Subcontractor's obligations under this Contract
and the regulations relative to nondiscrimination on the grounds of race, color, religion, sex, national origin, sexual
orientation, age, marital status, being handicapped, a disadvantaged person, or a disabled or Viet Nam era veteran.
6.5.5. The DesignlBuilder will send to each labor union or representative of workers, with which it has a
collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union
or workers' representatives of the DesignlBuilder's connnitments under this section, and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
6.6 Giving Notice:
Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been
validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for
whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address
known to the giver of the notice.
6. 7 General:
Should the City or the DesignlBuilder suffer injury or damage to person or property because of any error, omission or
act of the other party or of any of the other party's employees or agents or others for whose acts the other party is legally
liable, claim will be made in writing to the other party within a reasonable time of the first observance of such injury or
damage. The provisions of this paragraph shall not be construed as a substitute for or a waiver of the provisions of any
applicable statute of limitations or repose.
6.7.1. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder
to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon
the DesignlBuilder by the General Conditions, and all of the rights and remedies available to the City thereunder, are in
addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of
them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee or by other
provisions of the Contract Documents, and the provisions of this paragraph will be as effective as if repeated specifically
in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply.
All representations, warranties and guarantees made in the Contract Documents will survive final payment and
terntination or completion of the Agreement.
DB1 101 doc - Page 10
City of Aspen - General City of Aspen - General Conditions for Part 1 of Design/Build Projects
6.8 Independent Contractor Status:
It is expressly acknowledged and understood by the parties that nothing in this agreement shall result in, or be construed
as establishing an employment relationship. The DesignlBuilder shall be, and shall perform as, an independent
contractor who agrees to use his best efforts to provide the Work on behalf of the City. No agen~ employee, or servant
of the DesignlBuilder shall be, or shall be deemed to be, the employee, agent or servant of the City. The City is
interested only in the results obtained under the Contract Documents. The manner and means of conducting the Work
are under the sole control of the DesignlBuilder. None of the benefits provided by the City to its employees including,
but not limited to, worker's compensation insurance and unemployment insurance, are available from the City to the
employees, agents or servants of the DesignlBuilder. The DesignlBuilder shall be solely and entirely responsible for its
acts and for the acts of the DesignlBuilder's agents, employees, servants and Subcontractors during the performance of
the Agreement.
THE DESIGN/BUlLDER, AS AN INDEPENDENT CONTRACTOR, SHALL NOT BE ENTITLED TO
WORKERS' COMPENSATION BENEFITS AND SHALL BE OBLIGATED TO PAY FEDERAL AND
STATE INCOME TAX ON ANY MONEYS EARNED PURSUANT TO THE AGREEMENT.
6.9 Prohibited Interest:
No member, officer, or employee of the City of Aspen shall have any interes~ direct or indirec~ in this Agreement or the
proceeds thereof.
6.10 Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflict of Interest:
The DesignlBuilder warrants that no person or selling agency has been employed or retained to solicit or secure this
Agreement upon an agreement or understanding for a connnission, percentage, brokerage, or contingency fee, excepting
bona fide employees or bona fide established commercial or selling agencies maintained by the DesignlBuilder for the
purpose of securing business.
6.10.1. The DesignlBuilder agrees not to give any employee or former employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a
program requirement or a purchase reques~ influencing the content of any specification or procurement standard,
rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request
for ruling, detennination, claim or controversy, or other particular matter, pertaining to this Agreement or to any
solicitation or proposal therefor.
6.10.2. It shall be a material breach of the Agreement for any payment, gratuity, or offer of employment to be made by
or on behalf of a Subcontractor under a Agreement to the prime DesignlBuilder or higher tier Subcontractor or any
person associated therewith, as an inducement for the award of a Subcontract or order. The DesignlBuilder is prohibited
from inducing, by any means, any person employed under this Agreement to give up any part of the compensation to
which he/she is otherwise entitled. The DesignlBuilder shall comply with all applicable local, state and federal "anti-
kickback" statutes or regulations.
6.11 Payments Subject to Annual Appropriations:
If the Agreement awarded extends beyond the calendar year, nothing herein shall be construed as an obligation by the
City beyond any amounts that may be, from time to time, appropriated by the City on an annual basis. It is understood
that payment under any contract is conditional upon annual appropriation of funds by said governing body and that
before providing services, the DesignlBuilder, if it so requests, will be advised as to the status of funds appropriated for
services or materials and shall not be obligated to provide services or materials for which funds have not been
appropriated.
DB1-101 doc Page 11
City of Aspen - General City of Aspen - General Conditions for Part 1 of Design/Build Projects
6.12 Design/Builder Acceptance:
6.12.1. The acceptance by the DesignlBuilder of any payment made on the final completion of Work under these
General Conditions, or of any final payment due on tennination , shall constitute a full and complete release of the City
from any and all claims, demands and causes of action whatsoever which the DesignlBuilder, has or may have against
the City under the provisions of these Contract Documents.
6.12.2. No action shall be maintained by DesignlBuilder, its successors or assigns, against the City or the Engineer on
any claims based upon or arising out of this Agreement or out of anything done in connection with this Agreement
unless such action shall be connnenced within 180 days after the date approval of the final progress payment hereunder,
or within 180 days of the tennination of this Agreement.
6.13 Successors and Assigns
This Agreement and all of the covenants hereof shall inure to the benefit of and be bidding upon the City and the
DesignlBuilder respectively and their agents, representatives, employees, successors, assigns and legal representatives.
Neither the City nor the DesignlBuilder shall have the right to assign, transfer or sublet his or her interest or obligations
hereunder without the written consent of the other party.
6.14 Third Parties
This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties,
except to parties to whom the DesignlBuilder of the City may assign this Agreement in accordance with the specific
written consent, any rights to claim damages or to bring suit, action or other proceeding against either the City or the
DesignlBuilder because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein
contained.
6.15 Waiver
No waiver of default by either party of any terms, covenants or conditions hereofto be performed, kept and observed by
the other party shall be construed, or operate as, a waiver of any subsequent default of any of the terms, covenants or
conditions herein contained, to be performed, kept and observed by the other party.
6.16 Contract Made in Colorado
The Parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so
construed. Venue is agreed to be exclusigely in the courts of Pitkin County, Colorado.
6.17 Attorney's Fees
In the event that legal action is necessary to enforce any of the provisions of this Agreement, the prevailing party shall be
entitled to its costs and reasonable attorney's fees.
6.18 Waiver of Presumption
This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that
no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status
of the parties in the negotiation, review or drafting of this Agreement.
6.19 Severability Clause:
If any provision of the Agreement is subsequently declared by legislative or judicial authority to be unlawful,
unenforceable, or not in accordance with applicable laws, statutes, and regulations of the United States of America or the
State of Colorado, all other provisions of the Agreement shall remain in full force and effect.
DB1 101 doc Page l '2
City of Aspen - General City of Aspen - General Conditions for Part 1 of Design/BUild Projects
ARTICLE 7
TERMINATION OF THE AGREEMENT
7.1 This Part I Agreement may be terminated by either party upon seven (7) days' written notice should the
other party fail to perform substantially in accordance with its terms through no fault of the party initiating the
termination.
7.2 This Part I Agreement may be terminated by the City without cause upon at least (7) days' written notice to
the Design/Builder.
7.3 In the event of termination not the fault of the Designlbuilder, the Design/Builder shall be compensated for
services performed to the termination date, together with Reimbursable Expenses then due and Termination
Expenses. Termination Expenses are expenses directly attributable to termination, including a reasonable amount for
overhead and profit, for which the Design/Builder is not otherwise compensated under this Part I Agreement.
JPW-4/20/2006-M:\city\cityatty\contract\construc\dbl-lOl.doc