Exhibit E-SCHEDULING, PROGRESS REPORTING, INVOICING _ CORRESPONDENCE CONTROL - CUP Boiler.docx

AIM DEVELOPMENT

Central Utility Plant and Outlying Building Boiler Maintenance

EXHIBIT E

SCHEDULING, PROGRESS REPORTING,

INVOICING, AND CORRESPONDENCE

CONTROL

INTRODUCTION

This Exhibit describes the Contractor's obligations to prepare and submit schedules, budgets, invoices, progress reports, and correspondences. The Contractor shall prepare invoices that are based on its progress toward completing the Contractor's Task Order. The Contractor schedules the work and identifies the resources (costs and hours), which will be required to complete each scheduled phase of a Task Order. Those resources are totaled for each phase of the Task Order. The Contractor then measures monthly progress and prepares invoices on the basis of payment alternatives, which the Contractor must submit written approval for each Task Order as described in this Exhibit. Billing shall be at one summary invoice with breakouts for each task order.

The Contractor shall be paid on its progress toward completing a task shown on its work schedule for that Task Order. Payments for each Task Order will be calculated in accordance with the payment method set forth in each Task Order and shall not exceed the Not-to-Exceed amount allocated to that Task Order unless modified by an approved Task Order/Task Order Amendment. Submittal of time sheets may be required concurrent with the submittal of each invoice depending on the payment method.

The City shall have the right to audit all payments made to the Contractor under this Agreement. Any payments to the Contractor which exceed the amount to which the Contractor is entitled under the terms of this Agreement will be subject to set-off and not approved for payment.

In the event of the failure by the Contractor to provide records when requested, then and in that event, the Contractor will pay to the City reasonable damages the City may sustain by reason thereof.

work Schedule The Contractor, working jointly with the DEN Project Manager, will follow the schedule management process as implemented by the AIM Development (AIM DEV) Program Management Office (PMO) to allow for seamless communications of its requirements for managing Task Orders and the City’s information requirements to monitor the Contractor’s activities. Task Order schedules include all activities that the Contractor must perform to complete the Contractor’s Task Order scope of work. The schedule shall also identify activities or actions that must be performed by the City and third parties, which would affect the Contractor’s Task Order.

The City will provide its comments to the Contractor within fourteen (14) days after the Task Order Schedule is submitted. The Contractor shall incorporate the City’s comments into the Task Order Schedules to establish a baseline against which all progress will be measured.

Invoices and Progress Payments Task Orders will be issued for projects, which will have a pre-defined maximum value known as the Not-to-Exceed amount. The Not-to-Exceed is not a guaranteed amount to the Contractor. It is the maximum amount allowed to be paid out for the Task Order. Changes to the Task Order Scope of work and the Task Order not to exceed amounts can only be made through the DEN Task Order amendment process, plus or minus any pre-authorized changes. The DEN Project Manager will determine when the Task Order deliverables have been met. DEN expects that the Not-to-Exceed amount will be sufficient to complete the work required under the Task Order. Work and expenses outside of the approved Task Order Scope of Work and invoices that exceed the Task Order not to exceed amount will be considered unauthorized and no compensation by DEN to the Contractor will be made for that work or expense.

Level of Effort: Progress payments will be based on the actual number of direct labor hours expended for the period invoiced to perform a Task Order.

3.1.2. In Progress Status: Progress payments will be based on the percentage of designs submittals, drawings, specifications, reports or other documents, which have been prepared, submitted, and reviewed or completed. This alternative is acceptable for Task Orders, which have a long duration, and several months may elapse between submittal dates. The Contractor shall prepare a detailed worksheet for each Task Order showing a schedule of proposed billing points and the number of design submittals, drawings, specifications, reports and reviews that establish each point.

3.1.3 Completion: Payments will be made for completed Task Orders. This method may be used for Task Orders whose total duration is less than one month, if applicable. Submittal of time sheets are required concurrent with the submittal of each invoice.

1.1 Approvals by the City of submittals do not waive any obligation by the Contractor to provide complete work that has been authorized. Authorized payments on previous invoicing may be set off on subsequent invoicing in the event work submitted is found to be in non-compliance with the scope of work requirements.

All final invoices must be submitted electronically in PDF format to: ContractAdminInvoices@Flydenver.com. Submitting invoices to this email begins the official prompt payment process step one. Any invoices submitted to other parties will not be considered part of the process, and all other methods of invoice submittal will be rejected. In addition, the Contractor must comply with the bank Automated Clearing House (ACH) setup so the Contractor may send payment to its subcontractors electronically via ACH.

Invoices must be submitted with:

Company name Contract number Project name/task order number/PO Number Invoice date Invoice billing period All backup documentation/receipts for work performed during the period Each invoice shall provide the basis for payments to Contractor under this Agreement. In submitting an Invoice Contractor shall comply with all requirements of this Agreement and:

Monthly Invoice Checklist (see form PS-A): The Monthly Invoice Checklist must be submitted to the DEN Project Manager with each invoice. Failure to submit the Monthly Invoice Checklist and all requirements of this Exhibit will be cause for rejection of the invoice until such time that all requirements are fulfilled.

Include an executive summary and status report(s) that describe the progress of the services and summarize the work performed during the period covered by the Invoice.

Include a statement of recorded hours that are billed at an hourly rate.

Ensure that amounts shown in the Invoices comply with and clearly reference the relevant services, indicate the hourly rate and multiplier where applicable, and identify the allowable reimbursable expenses.

For only those reimbursable costs incurred in the previous month, submit itemized business expense logs, and where billing is based upon receipts, include copies of receipts for all allowable reimbursable expenses.

Include the signature of an authorized office of Contractor, along with such officer’s certification they have examined the Invoice and found it to be correct.

Late Fees. Contractor understands and agrees interest and late fees shall be payable by the City only to the extent authorized and provided for in the City’s Prompt Payment Ordinance.

Travel Expenses. Travel and any other expenses are not reimbursable unless such expenses are related to and in furtherance of purposes of Contractor’s engagement, are in accordance with this Agreement, and Contractor receives prior written approval of the Director or his/her authorized representative.

The Contractor shall provide to the City a completed invoice report format for review and approval no later than fourteen (14) days after the issuance of Notice to Proceed. This format will identify the measurement alternatives, which will be used to measure progress for an individual task. The DEN Contract Administrator, DEN Project Manager and the Contractor shall agree on the day of the month the Contractor’s invoices shall be submitted. By the day of the month agreed to for submitting invoices, the Contractor shall invoice the City for its achieved progress on each task during the previous 30-day period. The attachment(s) which the Contractor used to calculate progress for the Task Order must be submitted with the copy of the invoice. (The DEN Project Manager must provide written approval of the format for these worksheets before they may be used).

The employee labor data (company name, employee name, hourly rate, and number of hours) on each invoice shall be submitted to DEN Project Manager and correspond to the specific Task Order prior to submission to ContractAdminInvoices@Flydenver.com.

Payment for invoices received after the day of the month agreed to for submitting invoices may be delayed. Accordingly, timely submission of invoices is required.

The DEN Project Manager and the DEN Contract Manager will review all invoices and, in the event, the DEN Project Manager disagrees with the invoiced progress, he/she will notify the Contractor. The Contractor and DEN Contract Manager and/or DEN Project Manager will meet within fourteen (14) days of the receipt of the invoice to discuss the reasons for the disagreement. The DEN Project Manager shall have the authority in his/her sole and absolute discretion to reject any progress payment wherein the progress claimed for any task in the invoice has not been achieved.

In accordance with requirements set forth in this Agreement, the Contractor must have provided the City with the following documentation before any payments will be made to the Contractor:

A current Certificate of Insurance providing the levels of protection required per Prime Agreement Signed Subcontractor agreement(s) Final Organizational Chart (Updated with new subcontractors as they are acquired) Name and Title for Authorized Signatures. The table shall also include the type(s) of documents which can be signed, any dollar threshold limitations, and electronic copy of the employee’s signature.

Final Close Out Invoice: By submitting a final close out invoice, Contractor agrees that in consideration of the prior and final payments made and all payments made for authorized changes, the Contractor agrees to release and forever discharge the City from any and all obligations, liens, claims, security interests, encumbrances and/or liabilities arising by virtue of the Agreement and authorized changes between the parties, either verbal or in writing. Contractor agrees that this release is in full settlement of any and all claims, causes of action, and liability of any nature whatsoever which Contractor, any of its Subcontractors, suppliers, or the employees of each of them may now have or may assert in the future against the City, its elected and appointed officials, and its officers, employees and agents arising out of or associated with the design of the above-referenced project. It is understood and agreed that this release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected. Final closeout invoice is due no later than 30 days after written notification of Task Order completion from DEN Project Manager.

INVOICES AND Progress Report Development Invoice Report: The Contractor shall submit to the DEN Project Manager an electronic submittal of the Monthly Progress Report which is based upon the requirements of Monthly Invoice Checklist (Form PS-A) with its invoice. Form PS-A shall be included as a coversheet to the Monthly Progress Report.

is the maximum amount allowed to be paid out for the Task Order, plus or minus any preauthorized changes. The DEN Project Manager will determine when the Task Order deliverables have been met. DEN expects that the Not-to-Exceed amount will be sufficient to complete the work required under the Task Order and DEN is not obligated to increase the Not-to-Exceed amount without support for the change from the Contractor.

1. Monthly Progress Report: The exact format and detail level required for the Monthly Progress Report will be established jointly by the DEN Project Manager and the Contractor within fourteen (14) days after Issuance of Task Order based on a proposed format prepared by the Contractor. The Monthly Progress Report shall describe Task Order(s) completion status in terms of original plan, actual, a forecast of time to complete the Task Order(s) and any expected Task Order budget or schedule completion variances. If required by the DEN Project Manager, the Status of Task Order report shall be formatted separately for each Task Order scope of work.

The DEN Project Manager will review all invoices and, in the event, the DEN Project Manager disagrees with the invoiced progress, he/she will notify the Contractor. The Contractor and DEN Project Manager will meet within fourteen (14) days of the receipt of the invoice to discuss the reasons for the disagreement. The DEN Project Manager shall have the authority in his/her sole and absolute discretion to reject any progress payment wherein the progress claimed for any task in the invoice has not been achieved.

The employee labor data (company name, employee name, hourly rate, and number of hours) on each invoice shall be submitted in Unifier and correspond to the specific Task Order.

4.6 In accordance with requirements set forth in this Agreement, the Contractor must have provided the City with the following documentation before any payments will be made to the Contractor:

who are not already approved in this Agreement.

the DEN Project Manager with each invoice. Failure to submit the Monthly Invoice Checklist and all requirements of this Exhibit will be cause for rejection of the invoice until such time that all requirements are fulfilled.

4.8 Final Close Out Invoice: By submitting a final close out invoice, Contractor agrees that in consideration of the prior and final payments made and all payments made for authorized changes, the Contractor agrees to release and forever discharge the City from any and all obligations, liens, claims, security interests, encumbrances and/or liabilities arising by virtue of the Agreement and authorized changes between the parties, either verbal or in writing.

Contractor agrees that this release is in full settlement of any and all claims, causes of action, and liability of any nature whatsoever which Contractor, any of its subcontractors, suppliers, or the employees of each of them may now have or may assert in the future against the City, its elected and appointed officials, and its officers, employees and agents arising out of or associated with the design of the above-referenced project. It is understood and agreed that this release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected. Final closeout invoice is due no later than 30 days after written notification of Task Order completion from DEN Project Manager.

MONTHLY PROGRESS REPORT DEVELOPMENT

5.1 Invoice Report: The Contractor shall submit to the DEN Project Manager an electronic submittal of the Monthly Progress Report which is based upon the requirements of Monthly Invoice Checklist (Form PS-A) with its invoice. Form PS-A shall be included as a coversheet to the Monthly Progress Report.

Monthly Progress Report: The exact format and detail level required for the Monthly Progress Report will be established jointly by the DEN Project Manager and the Contractor within seven (7) days after Issuance of Task Order based on a proposed format prepared by the Contractor. The Monthly Progress Report shall describe Task Order(s) completion status in terms of original plan, actual, a forecast of time to complete the Task Order(s) and any expected Task Order budget or schedule completion variances. If required by the DEN Project Manager, the Status of Task Order report shall be formatted separately for each Task Order scope of work.

The Contractor shall be available, when requested, to meet with City representatives to discuss the Monthly Progress Report.

Schedule Changes and Increase in Project Amount Any requests for schedule change or increases in a Task Order amount shall be submitted to the City in writing and shall include an explanation and justification for the proposed schedule and/or cost change or increases. No work may be completed without prior written approval of the DEN Project Manager and AIM Development Directors. DEN is not obligated to grant any schedule or cost changes or increases.

Allowable General and Administrative Overhead (Indirect Costs) All allowable general and administrative overhead expenses are incorporated in the labor rates and classifications or the overhead / multiplier factor calculation and paid through the application of the overhead multiplier factor against core staff wage reimbursements.

Indirect costs are the general administrative overhead (O.H.) costs that benefit more than one project; costs that cannot be directly identified with a single specific task objective of the project. DEN’s policy is to allow overhead costs in the following manner as part of the negotiated multiplier as calculated in the Labor Rates and Classifications Exhibit:

Office Provisions: Utilities, communications systems, rent, depreciation allowances, furniture, fixed equipment.

Supplies, Equipment & Vehicles: Office, drafting, engineering copying, postage, freight, surveying vehicles, computer drafting and graphics, computers, software.

Maintenance and Repair: Office equipment, survey & testing equipment, buildings, vehicles.

Insurance: Professional liability, errors and omissions liability, vehicles, facilities.

Taxes: Personal property, state & local taxes, real estate, (state and federal income taxes excluded).

Marketing fees & Publications: Licenses, dues, subscriptions, trade shows, staff support.

Management, Admin & Clerical Office Staff: All management, administrative, clerical, and management support staff not directly performing work on the specific Task Order, including those located at DEN.

Proposals: Costs of drafting proposals in response to Task Order Requests for Proposal, including personnel costs and costs for office supplies.

Other Indirect Costs: Training, technical seminars, library, financial & legal costs, employment fees & recruiting costs.

Non-Allowable Overhead: Including but not limited to: advertising, bad debts, bank fees, bonuses, contingencies, distribution of profits, donations, gifts, & charitable contributions, employee stock ownership plans, entertainment & social functions, state and federal income taxes, fines & penalties, goodwill, interest expense, lobbying costs, overtime premium, unallowable relocation costs pursuant to Federal Acquisition Regulations (FAR 31.205-35). If an expense is not explicitly included in this Agreement as an allowable expense, it is not an allowable expense.

Expenses Expenses Reimbursed at Cost: All allowable (Non-Salary) expenses are reimbursed at cost.

Receipts Required: All direct expenses submitted for reimbursement must be evidenced by a submitted receipt.

Expenses Greater Than $500: All direct expenses greater than $500 must be approved by the DEN Project Manager or his/her designee (see form PS-C) prior to the expenditure. Any asset purchased by DEN must be surrendered to DEN at the end of the Task Order. The Contractor shall be charged replacement value for any asset purchased by DEN that is not accounted for at the end of the Task Order.

Mileage Outside of The Denver Metropolitan Area: Mileage reimbursement will be provided only for travel outside the Denver metropolitan area that has been pre-approved by the DEN Project Manager or his/her designee (see form PS-D). The reimbursement will be at the current rate established for reimbursement by the United States Internal Revenue Service (www.irs.gov). Denver metropolitan area mileage for employees assigned to the project and employees not assigned to the project will not be reimbursed. The Denver metropolitan area is Adams, Arapahoe, Boulder, Clear Creek, Douglas, Gilpin and Jefferson counties, the City and County of Denver, the City and County of Broomfield and southwest Weld County. The Denver Regional Council of Governments (DRCOG) service area includes Adams, Arapahoe, Boulder Clear Creek, Douglas, Gilpin and Jefferson counties, the City and County of Denver, and the City and County of Broomfield. Tolls will not be reimbursed.

Travel and Airfare: All travel must be pre-approved on the DEN Advance Travel Authorization Form (see form PS-E) and signed by the DEN Project Manager or his/her designee. Travel shall be done using the most reasonable cost and means under the circumstances. Travel expenses are reasonable, appropriate, and necessary travel and business-related expenses(s) that are incurred while carrying out official City business as it relates to the Contractor’s contractual obligations and scope of work. The determination of reasonableness of cost and of the means of travel shall be at the discretion of the DEN Project Manager or his/her designee, who shall consider economic factors and circumstances, including but not limited to number of days of travel, advance notice, possibility of trip cancellation, distance of travel, travel alternatives, and hours of arrival or departure. Airfare will be reimbursed for Economy/Coach class travel only, including luggage check-in fees. Convenience expenses such as seat upgrades, in-flight meals and refreshments, entertainment, etc. will not be reimbursed. Tolls will not be reimbursed.

Rental Car: At cost for standard class or smaller and only when required for out-of-town personnel or out-of-town travel.

Lodging Rate / Night: A maximum of the lodging per diem for the Denver metropolitan area as published by the U.S. General Services Administration website www.gsa.gov plus taxes per night, unless approved in advance in writing by the DEN Project Manager or his/her designee.

Meals: The City will reimburse the traveler for reasonable meals expenses at the meal and incidental expense (M&IE) rates established through federal guidelines and IRS regulations, or at actual cost, so long as any actual costs which exceed the per diem amount are directly attributable to the actual business conducted. The per diem rate includes breakfast, lunch, and dinner. Reimbursements will be made per individual traveler conducting official City business as it relates to the Contractor’s contractual obligations and scope of work. Alcohol will not be reimbursed. Meal reimbursements are not allowed for Contractor’s employees located in the Denver metropolitan area. All expenditures submitted for reimbursement must be pre-approved by the DEN Project Manager or his/her designee.

Special: expenses that are not already included in the overhead or Multiplier and is for the specific Task Order related to the Agreement.

Specialty Consulting: Including geotechnical testing, surveying, legal, real estate, computer, financial, renderings, animations, modeling, etc. must be pre-approved by the DEN Project Manager or his/her designee.

Project Field Office and Equipment: which includes utilities, rent, communications systems, furniture, fixed equipment.

Project Field Supplies, Equipment and Vehicles: these items are limited to : engineering copying, postage, freight, field vehicles, computer drafting and graphics, computers, all software / license fees. Supplies, equipment, and vehicles used across multiple projects shall not be reimbursable.

Parking: Direct expenses for short-term parking at DEN shall be reimbursed without mark-up. Parking at other locations for travel to DEN shall be submitted and part of travel expenses (see form PS-E).

Non-Allowable Expenses: Non-allowable expenses include, but are not limited to: relocation, printing, equipment, express courier, delivery, rentals, valet parking, alcohol, mileage within the Denver metropolitan area, tolls, public transit fees, laundry and dry cleaning, flight upgrades, flight change fees (unless flight changes resulted from action(s) caused by DEN it its contract capacity but not those caused by DEN in its capacity as an airport operator, airlines, air traffic control or other causes not related to performance of the Agreement), entertainment & social functions (corporate and civic), overtime premium, fines & penalties, renewal of licenses/certifications, items included in sections above, etc. If an expense is not explicitly included in this Agreement as an allowable expense, it is not an allowable expense.

Preparation of Proposals and Billing: Costs for proposal preparation, proposal negotiations, and invoicing/billing will not be reimbursable.

Summary of Contract Task Order Control DEN Project Manager Discretion All requirements in this section may be modified by the AIM Senior Director or their designee to meet the specific needs of the Project. Any modifications to this section must be documented in writing.

Prior To Commencement of work – Submittals Required Signed Subcontractor Agreement(s) with an Exhibit listing the Subcontractor’s core staff rates and calculated Labor Rates and Classifications (see form CM-81).

Authorized Signers: List of the names and titles of Contractor staff that are Authorized Signers, and which document(s) they can sign, and electronic copy of the employee’s signature.

Work Schedule.

Monthly Submittals The Contractor shall submit the Monthly Progress Report.

The Contractor shall submit invoicing by the day of the month referenced in other sections.

following within fourteen (14) days after receipt of the Task Order Request for Proposal:

9.4.2 Project Management Plan, Scope Definitions and Detailed Cost Estimate per Task Order and per sub-contractor, List of Submittals or Deliverables, Drawings and Specifications, Health & Safety Plan (if applicable), Security Protocols (if applicable) and Quality Management Plan.

9.4.3 Work Schedule per Task Order schedule showing appropriate milestones as per Task Order Request for Proposal.

9.4.4 The Contractor shall submit the PS-F Task Order Fee Proposal template detailing the costs of the Project.

9.4.5 Refer to other Exhibits of this Agreement for additional requirements.

Information Management Format and Electronic-Mail Protocols All information between the Contractor and the City, and other entities with participation in the services as stated in the development of the Task Order shall be handled using Primavera Unifier.

Within 3 days following the issuance of Task Order, the Contractor shall meet with the City to review the City’s proposed method of correspondence, email, & submittal communication control. Within 7 days following this review, the Contractor shall institute its control procedures for the Task Order.

General: Procedures for professional services agreements require the serialization of all correspondence between the City, Contractors, subcontractors, and all project entities. All Contractors, subcontractors, that communicate via e-mail must be managed through the Primavera Unifier system. Web-based programs or other methods of tracking electronic communications may be proposed. However, those systems must be compatible with DEN records management data system. The Contractor shall review its system with the AIM Development PMO to determine its compatibility with DEN procedures, processes and systems.

REFERENCED FORMS

END OF EXHIBIT

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