Exhibit D-TASK PROPOSALS AND EXECUTION PROCESS - CUP Boiler.docx

AIM DEVELOPMENT

Central Utility Plant and Outlying Building Boilers

EXHIBIT D

TASK ORDER PROPOSALS AND

EXECUTION PROCESS

INTRODUCTION

THE FACILITY DESCRIPTION

The Denver International Airport Terminal Complex consists of the main terminal, north terminal support facility, airport office building, modular parking structures with integral vehicle curbsides, three airside concourses, hotel and transit center, central utility plant, and numerous ancillary support facilities including mechanical and electrical systems located below grade which serve these above grade facilities.

GENERAL project SCOPE The Airport maintains on-call professional services contracts to provide various engineering, architectural, and cost estimating services on an as needed basis. The Task Order scopes of work are defined on an individual basis and may include modifications and additions to existing airport facilities and systems. Conducting these design services will include programming; testing; performing studies; providing preliminary designs; site inspections; field investigations, developing and maintaining construction documents, plans, specifications; preparing cost estimates; and providing construction administration for various mechanical and electrical systems additions, improvements and modifications.

Should a Task Order scope of work require a discipline that is not currently represented on the Contractor’s team, the Contractor will be requested to add that discipline as part of the team for that specific Task Order scope of work. Contractor will identify a specialty subcontractor for the required discipline and will submit the subcontractor’s qualifications, personnel pay classifications and agreed hourly billing rates if the rates are not included on Exhibit B for the City’s approval prior to contracting for services with that subcontractor.

As more specifically specified in its terms, a Task Order requires the Contractor to perform all of the work associated with certain work, such as review of construction documents, quality assurance inspection; and task administration for any and all professional services as requested by the Senior Director of Airport Infrastructure Management (Senior Director of AIM DEV) Development or the designated DEN representative.

CONTRACTOR’S SPECIFIC SCOPE OF WORK

CONTRACTOR SERVICES

The Contractor, as deemed necessary by the Senior Director of AIM Development or the designated DEN representative, will be required to provide professional design and engineering or other services for specific task scopes of work. The Contractor must be a licensed architect or professional engineer in the State of Colorado. The Contractor’s general scope of work requirements is detailed in, and its activities will comply with, the Agreement and the current Design Standards Manuals including but not limited to: Standards and Criteria, Digital Facilities and Infrastructure, Structural, Electrical, Mechanical, Architectural, Civil, Life Safety Systems, Communications and Electronic Systems, Sustainability, and this Exhibit for the duration of the Agreement.

Specific task scopes of work, which will be issued with a Task Order Request for Proposals, which may include but are not limited to the following:

Design administration Design analysis programming Plumbing services HVAC services Carpentry/Millwork Painting Services Electrical Services Energy and/or LEED analysis and conformance to latest energy requirements Cost estimating services Security, communications, lightning protection design services Construction schedule services Preparation and reproduction of schematic, bid, and construction documents.

Bid evaluation Commissioning coordination Code analysis Building information modeling in Revit Construction administration Agreement closeout services Preparation of record or “as built” documents to include, but not limited to, updated Revit models

TASK ORDER SCOPE OF WORK

The Senior Director of AIM Development or the designated DEN representative will issue to the Contractor a Task Order Request for Proposal (see form PS-02) for each project specific Task Order. The Contractor will prepare and submit a fee proposal and its Task Order design schedule within 14 days of receipt of the signed Task Order Request for Proposal, unless an alternate delivery duration is defined by the DEN Project Manager in the Task Order Request for Proposal. Task Order Requests for Proposal may not result in an executed Task Order.

The Contractor shall provide a fee proposal that includes the following:

A narrative of the understanding of the requested Task Order including all assumptions, exclusions, expenses, and breakdown of scope of work performed by all subcontractors.

A completed Fee Proposal Spreadsheet (see Form PS-F) broken down by personnel pay classifications, agreed hourly billing rates (see Exhibit B), schedule, and hours necessary to complete the Task Order scope of work.

A schedule identifying all phases of scope of work with DEN review durations.

Identification of lump sum not to exceed design fee.

Task Order REQUEST FOR Proposal For each Task Order scope of work issued, the City will review the fee proposal and Task Order design schedule. The Contractor will not begin work on any Task Order scope of work without having received a fully executed On-Call Task Order Authorization (see form-PS-f). In the event of approval of the Contractor’s fees and schedule, the Contractor will perform such work within the time agreed and for the compensation that is approved by the SVP of AIM Development or the designated DEN representative.

Design Standards Manuals: Each Task Order Request for Proposal will identify the specific chapters or volumes of the DEN Design Standards Manuals (DSMs) that will be applicable to the Task Order scope of work. The Contractor will prepare its fee proposal based upon the Task Order definition and performing the requirements defined in each applicable chapter of the design standards manual. These DSMs are documents which define the requirements for project design, constructability, operability, and performance for airport projects. As such, these documents are periodically updated, revised, and improved. Throughout the duration of this Agreement the most current version of the published DSMs will apply at the time of each On-Call Task Order Authorization, and these versions will supersede previous published versions.

DEN Technical Specifications and Criteria: Denver International Airport has developed specific technical specifications and criteria for, but not limited to, various mechanical, electrical, communications, security systems, structural systems, process procedures, etc. The Contractor will be provided those specifications and criteria for the development of each assigned Task Order(s). The Contractor will review those technical specifications to determine if the technical specifications and / or criteria are contrary to or in opposition to its professional judgment, to its standard professional office practices, or to the standard level of care performed by competent professionals performing similar duties and responsibilities on similar projects. If, as the result of this review, the Contractor’s opinion is that the DEN technical specifications and criteria are requiring design and engineering services that are contrary to its professional judgment and professional responsibility, the Contractor will produce a written detailed report outlining its concerns and defining specifically the items of the specifications and criteria that cause its concern. The Contractor will participate in a meeting with DEN personnel to discuss these issues and reach agreement on the direction and development of the Task that will allow the Contractor to proceed within its acceptable standard of care. Technical specifications shall not be used between multiple tasks without written approval of the DEN Project Manager.

Following this agreement, the Contractor acknowledges that the design and engineering of the Task is produced in accordance with the Agreement, including its standard of care and accepts full responsibility for the design and engineering of the Task Order according to the rules, regulations, and laws governing its activities.

CONTRACTOR’S PERSONNEL ASSIGNED TO THIS AGREEMENT

The Contractor will assign a lead project manager to this Agreement who has experience and knowledge of design and construction industry standards. At a minimum, the project manager may be required to be licensed architect or registered professional engineer in the State of Colorado. The project manager will be the contact person in dealing with the airport on matters concerning this Agreement and will have the full authority to act for the Contractor’s organization and at the direction of the SVP of AIM Development or the designated DEN representative. This project manager will remain on this Agreement during the entire Agreement term, while in the employ of the Contractor, or until such time that his / her performance is deemed unsatisfactory by the City and a formal written request is submitted which requests the removal of the project manager.

Should the City request the removal of a project manager, the Contractor will replace that project manager with a person of similar or equal experience and qualifications. The replacement project manager is subject to the approval of the SVP of AIM Development or the designated DEN representative.

The Contractor may choose to replace a project manager with a principal, associate principal or other individual that is at a higher hourly billing rate. The time that the principal, associate principal or other individual devotes to tasks that are normally performed by a project manager will be billed at the project manager hourly billing rate. DEN will not pay for work not related to DEN or that DEN deems is not necessary for the scope of work required of Contractor or its project manager.

The Contractor may submit, and the City will consider a request for reassignment of a project manager, should the Contractor deem it to be in the best interest of the Contractor’s organization or for that project manager’s career development or in the best interest of the City. Reassignment will be subject to the approval of the Senior Director of AIM Development or the designated DEN representative.

If the City allows the removal of a project manager, the replacement project manager must have similar or equal experience and qualifications to that of the original project manager. The replacement project manager’s assignment to this Agreement is subject to the approval of the Senior Director of AIM Development or the designated DEN representative.

DILIGENCE

The Contractor will perform the services defined by the individual Task Order scope of work in a timely manner and as directed by the Senior Director of AIM Development or the designated DEN representative.

The Contractor will submit their Quality Control (QC) plan with all Task Order proposals and a current status of the plan per Task Order at any time requested by the DEN Project Manager.

COOPERATION

2.6.1 The Contractor will fully cooperate and coordinate with other Contractors and approved DEN contractors performing work at DEN. Particularly those contractors and Contractors whose work connects or interfaces with the Contractor’s Task Order scope of work. The Contractor’s fee proposal for each Task Order will include coordination with contractors that have current projects and future DEN projects that are identified at the time that the Contractor is preparing a fee proposal.

MISCELLANEOUS REQUIREMENTS

EXISTING FACILITY INFORMATION

City Supplied Documents: As tasks are defined, DEN will make available the Agreement record documents, when they exist, related to that specific Task Order scope of work.

Electronic files of Construction Drawings (Task Order Specific) Available BIM files for areas of work (Task Order Specific) Electronic copies of available Technical Specifications (Task Order Specific) 3-D Scans of spaces (Task Order Specific) Information Gathering: The Contractor will include in its fee proposal for each Task Order, the cost of providing personnel at DEN to gather Task Order information from the DEN AIM Records Management section. This will include, but not be limited to: review of hard copy project records documents, review of electronic record documents, site investigations, etc. The DEN electronic documents are not necessarily representative of as-builts conditions in the field. The Contractor’s Task Order fee proposals may be required to include where applicable field verification of existing conditions and producing a set of as-built architectural, structural, mechanical, electrical and other systems documents in electronic format as defined in each Task Order Request for Proposal. Once the On-Call Task Order Authorization is received by the Contractor, the Contractor will begin the Task Order as-builts.

Airport Security Requirements Airport Badges: The Contractor will obtain Airport ID badges for personnel who work in the Restricted Area. All badging requirements are described within the Agreement, original RFP documents, and DEN and Transportation Security Administration (TSA) rules and regulations. Costs of badges and the badging process will be included in the Contractor’s multiplier.

OWNERSHIP OF PLANS AND DOCUMENTS

Plans and Documents Documents prepared for the Project, whether in a tangible or intangible form, without limitation, are works for hire and will become the property of the City and County of Denver, whether the Project is completed or not. The overall design of the Project shall be unique to this Project, and the Contractor will not replicate or otherwise use the overall design of the Project for any other project. The Contractor may retain reproducible copies of such documents so long as the hard copy originals and electronic documents are delivered to the City. The City may use all documents prepared by the Contractor and/or its subcontractor to complete the Project and for additions to this Project and for other facilities developed by or on behalf of the City. The City agrees not to sell any such documents to others, except for a sale or assignment in connection with the sale of the Project. Any such use or reuse by the City or others for facilities developed by or on behalf of the City other than this Project, without written verification or adaptation by the Contractor for the specific purpose intended, will be at the City’s sole risk and without liability or legal exposure to the Contractor.

The City may grant the Contractor a nonexclusive license to use portions of the contents of the drawings, specifications and other documents on other projects except for any aggregation of items that would detract from the uniqueness of the overall design of this Project.

As provided in the contract, Article III, all writings or works of authorship, including, without limitation, all drawings and specifications and other documents, produced or authored by the Contractor and/or its subcontractors in the course of performing services for the City and developed for the City for the Project, together with any copyrights on those writings or works of authorship, are works made for hire and the property of the City. To the extent that any writings or works of authorship may not, by operation of law, be works made for hire or be within the description of the contract, Article III, Contractor irrevocably assigns to the City of the ownership of, and all rights of copyright in, such items, and the City will have the right to obtain and hold, in its own name, rights or copyright, copyright registrations and similar protections which may be available in such works. The Contractor agrees to give the City or its designees all assistance reasonably required to perfect such rights. All contracts entered into with the Contractor and between and/or its subcontractors will contain a provision acknowledging and confirming the City’s ownership of all writings and works of authorship as described in this provision.

TASK ORDER EXECUTION

Task Order Notice to Proceed Notification: The City will provide written notification to the Contractor to proceed with a Task Order scope of work. This written notification will come in the form of a signed On-Call Services Authorization. The Contractor will not be authorized to proceed with the work described in this Exhibit or a Task Order Request for Proposal and the City will not be obligated to fund any work performed by the Contractor, until the City has provided signed, written notification to the Contractor that the work is to be performed.

Kick-off meeting: Upon written notification to the Contractor to proceed with a Task Order scope of work, the City will schedule and hold a meeting with the Contractor and all stakeholders to review the scope of work and schedule, familiarize the Contractor with all internal processes, establish invoicing final requirements, and establish required meetings dates. The City will provide monthly training for the Primavera Unifier system to Contractors. The cost for training will be included in the Contractor’s multiplier.

Staffing Plan and Staffing Schedules: Immediately following the kick-off meeting, the Contractor will submit to DEN’s Contract Manager, the draft format of the Staff Utilization Plan identified in EXHIBIT SCOPE OF WORK.

DESIGN

Required Documentation: Unless specifically identified in the Task Order Request for Proposal, refer to the DEN Design Standards Manuals for specific documentation requirements for each discipline.

Submittals: Upon receipt of the executed Task Order, the Contractor will proceed with Task Order scope of work on all Task Order deliverables, submittals, meeting minutes, change requests, and may be required to use the Primavera Unifier system. Refer to the Standards and Criteria DSM for design phase submittal requirements. All submittals shall include a completed PS-23 Design Quality Control Checklist and Environmental Checklist for Planning ES-2 forms.

Design Reviews: All Contractor design submittals may be subject to DEN review, as determined by the Task Order and the DEN Project Manager. Contractor shall include DEN reviews in their design schedule, with appropriate timeframes as outlined in the Standards and Criteria DSM or as defined by the Task Order Scope of Work. Upon receipt of DEN review comments, Contractor may request a comment resolution meeting to be scheduled with DEN reviewers. Responses to all DEN comments shall be provided by Contractor within seven (7) calendar days after receipt of comments unless a different timeframe is specifically defined in the Task Order Scope of Work. Review and comments by DEN do not relieve the Contractor from liabilities of providing complete design services and is not an acceptance of any errors or omissions that may be contained in the documents. Review by DEN shall NOT be construed by the Contractor as replacing the Contractor’s quality control program. Design Review Submittals by the Contractor must be reviewed by the Contractor and corrected prior to submittal to DEN. DEN reserves the right to reject any submittals when DEN determines they do not adequately represent the required level of completion, do not include all relevant design disciplines and systems, or do not include all the required documents.

Design Change Request: Changes to the scope of work initiated by the Contractor will be issued to DEN’s Project Manager via a Design Change Request (DCR) (see form PS-13). Initiation of this form does not guarantee work request acceptance or grant schedule relief. Approval of the Design Change Request will only be received by the Contractor through an executed On-Call Task Order Authorization Amendment (see form PS-04). The Contractor cannot proceed on any work changes without an executed Task Order amendment.

Value Engineering: All value engineering options not identified through the normal design iteration phase shall be submitted through Value Engineering Change Proposal (VECP) Form (PS-16). The DEN Project Manager will provide written acceptance of all VECP’s within 14 days of submission. Any VECP that does not have written acceptance is not approved.

Project Risk: when requested, the Contractor will assist the DEN Project Manager define construction project risks).

ADVERTISING FOR BID & BUILDING DEPARTMENT PLAN REVIEW

Certification of Design: Prior to advertising any project for bid or submitted to the building department for plan review, the Agreement documents shall be submitted to the DEN Project Manager accompanied by a completed Certification of Design and Construction Drawings for Advertising form (See form PS-25). For AIP funded projects the Design Certification Letter – AIP Projects (FAA) (see form PS-28) shall be used.

Advertising for Bid: All requirements for Contractor participation in project bid advertisement will be outlined in each Task Order Request for Proposal Request for Proposal.

Building Department Plan Review: Unless specifically outlined in the Task Order Request for Proposal, the Contractor shall include the costs associated with submitting Agreement documents to the City, Denver Development Services (DDS) for plan review. Agreement documents shall only be submitted to the building department with written approval by the DEN Project Manager.

CONSTRUCTION ADMINISTRATION

Construction Phase Administration: All requirements for Contractor participation will be outlined in each Task Order Request for Proposal. At a minimum refer to the Design Standards Manual, Standards and Criteria chapter 8 for requirements.

ADDITIONAL SERVICES

Changes to the scope of work initiated by the DEN Project Manager will be issued to the Contractor via a Task Order Request for Proposal for Additional Services (see form PS-05). Initiation of this form does not guarantee additional work acceptance or grant schedule relief.

Within 14 days upon receipt of the Task Order Request for Proposal for Additional Services (see formPS-5), or duration as defined in writing by the DEN Project Manager, the Contractor shall provide a lump sum not to exceed fee proposal that includes the following:

A narrative of the understanding of the requested change including all assumptions, exclusions, expenses, and breakdown of additional scope of work performed by all subcontractors.

A completed On-Call {Agreement title} Proposal Spreadsheet (see Form PS-F) broken down by personnel pay classifications, agreed hourly billing rates (see Exhibit E), schedule, and hours necessary to complete the additional scope of work.

A revised schedule identifying all phases of scope of work with DEN reviews.

Additional Services Authorization: Approval of the Contractor’s proposal will be through an executed Additional Services Authorization (see form PS-06). The Contractor cannot proceed on any work changes without an executed Task Order amendment.

TASK ORDER CLOSEOUT

Task Order Closeout Initiation: Task Order closeout will not begin without written approval from the DEN Project Manager.

Task Order Closeout Documents: Professional Services Affidavit of Completion Letter (see form PS-26) and Final Statement of Accounting (see form CM-93).

Task Order Final Payment: Final payment to the Contractor will not be released until all above information is complete and the Final Lien Release – Professional Services (see form PS-09) is submitted.

DESIGN

Required Documentation: Unless specifically identified in the Task Order Request for Proposal, refer to the DEN Design Standards Manuals for specific documentation requirements for each discipline.

Submittals: Upon receipt of the executed Task Order, the Contractor will proceed with Task Order scope of work on all Task Order deliverables, submittals, meeting minutes, change requests, and may be required to use the Primavera Unifier system. Refer to the Standards and Criteria DSM for design phase submittal requirements. All submittals shall include a completed PS-23 Design Quality Control Checklist and Environmental Checklist for Planning ES-2 forms.

Design Reviews: All Contractor design submittals may be subject to DEN review, as determined by the Task Order and the DEN Project Manager. Contractor shall include DEN reviews in their design schedule, with appropriate timeframes as outlined in the Standards and Criteria DSM or as defined by the Task Order Scope of Work. Upon receipt of DEN review comments, Contractor may request a comment resolution meeting to be scheduled with DEN reviewers. Responses to all DEN comments shall be provided by Contractor within seven (7) calendar days after receipt of comments unless a different timeframe is specifically defined in the Task Order Scope of Work. Review and comments by DEN do not relieve the Contractor from liabilities of providing complete design services and is not an acceptance of any errors or omissions that may be contained in the documents. Review by DEN shall NOT be construed by the Contractor as replacing the Contractor’s quality control program. Design Review Submittals by the Contractor must be reviewed by the Contractor and corrected prior to submittal to DEN. DEN reserves the right to reject any submittals when DEN determines they do not adequately represent the required level of completion, do not include all relevant design disciplines and systems, or do not include all the required documents.

Design Change Request: Changes to the scope of work initiated by the Contractor will be issued to DEN’s Project Manager via a Design Change Request (DCR) (see form PS-13). Initiation of this form does not guarantee work request acceptance or grant schedule relief. Approval of the Design Change Request will be only be received by the Contractor through an executed On-Call Task Order Authorization Amendment (see form PS-04). The Contractor cannot proceed on any work changes without an executed Task Order amendment.

Value Engineering: All value engineering options not identified through the normal design iteration phase shall be submitted through Value Engineering Change Proposal (VECP) Form (PS-16). The DEN Project Manager will provide written acceptance of all VECP’s within 14 days of submission. Any VECP that does not have written acceptance is not approved.

Project Risk: when requested, the Contractor will assist the DEN Project Manager define construction project risks).

ADVERTISING FOR BID & BUILDING DEPARTMENT PLAN REVIEW

Certification of Design: Prior to advertising any project for bid or submitted to the building department for plan review, the Agreement documents shall be submitted to the DEN Project Manager accompanied by a completed Certification of Design and Construction Drawings for Advertising form (See form PS-25). For AIP funded projects the Design Certification Letter – AIP Projects (FAA) (see form PS-28) shall be used.

Advertising for Bid: All requirements for Contractor participation in project bid advertisement will be outlined in each Task Order Request for Proposal Request for Proposal.

Building Department Plan Review: Unless specifically outlined in the Task Order Request for Proposal, the Contractor shall include the costs associated with submitting Agreement documents to the City, Denver Development Services (DDS) for plan review. Agreement documents shall only be submitted to the building department with written approval by the DEN Project Manager.

CONSTRUCTION ADMINISTRATION

Construction Phase Administration: All requirements for Contractor participation will be outlined in each Task Order Request for Proposal. At a minimum refer to the Design Standards Manual, Standards and Criteria chapter 8 for requirements.

ADDITIONAL SERVICES

Changes to the scope of work initiated by the DEN Project Manager will be issued to the Contractor via a Task Order Request for Proposal for Additional Services (see form PS-05). Initiation of this form does not guarantee additional work acceptance or grant schedule relief.

Within 14 days upon receipt of the Task Order Request for Proposal for Additional Services (see formPS-5), or duration as defined in writing by the DEN Project Manager, the Contractor shall provide a lump sum not to exceed fee proposal that includes the following:

A narrative of the understanding of the requested change including all assumptions, exclusions, expenses, and breakdown of additional scope of work performed by all subcontractors.

A completed On-Call {Agreement title} Proposal Spreadsheet (see Form PS-F) broken down by personnel pay classifications, agreed hourly billing rates (see Exhibit E), schedule, and hours necessary to complete the additional scope of work.

A revised schedule identifying all phases of scope of work with DEN reviews.

Additional Services Authorization: Approval of the Contractor’s proposal will be through an executed Additional Services Authorization (see form PS-06). The Contractor cannot proceed on any work changes without an executed Task Order amendment.

TASK ORDER CLOSEOUT

Task Order Closeout Initiation: Task Order closeout will not begin without written approval from the DEN Project Manager.

Task Order Closeout Documents: Professional Services Affidavit of Completion Letter (see form PS-26) and Final Statement of Accounting (see form CM-93).

Task Order Final Payment: Final payment to the Contractor will not be released until all above information is complete and the Final Lien Release – Professional Services (see form PS-09) is submitted.

REFERENCED FORMS

END OF EXHIBIT

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