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08-14-2024 City Council AgendaREGULAR CITY COUNCIL MEETING RICHFIELD MUNICIPAL CENTER, COUNCIL CHAMBERS AUGUST 14, 2024 7:00 PM INTRODUCTORY PROCEEDINGS Call to order Pledge of Allegiance Open forum Call into the open forum by dialing 1-415-655-0001 Use webinar access code: 2633 694 9273 and password: 1234. Please refer to the Council Agenda & Minutes web page for additional ways to submit comments. Approval of the Minutes of the (1) City Council Work Session of July 23, 2024; and (2) City Council Meeting of July 23, 2024. AGENDA APPROVAL 1.Approval of the Agenda 2.Consent Calendar contains several separate items, which are acted upon by the City Council in one motion. Once the Consent Calendar has been approved, the individual items and recommended actions have also been approved. No further Council action on these items is necessary. However, any Council Member may request that an item be removed from the Consent Calendar and placed on the regular agenda for Council discussion and action. All items listed on the Consent Calendar are recommended for approval. A.Consider a resolution designating the City Manager as the signing authority for the Federal Department of Housing and Urban Development (HUD) environmental review required as part of the HUD Economic Development Initiative Grant in the amount of $3,000,000 for the Wood Lake Nature Center Building Project. Staff Report No. 101 B.Consider a request for a Conditional Use Permit and two buffer yard variances for an auto repair shop at 7524 Lyndale Avenue South. Staff Report No. 102 C.Consider entering into a Joint Powers Agreement ("JPA") for assessment services with Hennepin County. Staff Report No. 104 D.Consider the approval of two engineering consultant pool agreements between the City and the selected engineering firms for routine professional engineering services for calendar years 2024 through 2025. Staff Report No. 105 E.Consider the adoption of a resolution identifying the need for a Livable Communities Demonstration Account Development grant and authorizing an application for grant funds on behalf of the Aster Commons Development located at 6613-25 Portland Avenue. Staff Report No. 106 F.Consider approval of an agreement between the City of Richfield and the Science Museum of Minnesota for professional services in the planning and design of interpretive exhibits for the new Wood Lake Nature Center Building. Staff Report No. 107 G.Consider the approval of a resolution for reimbursement of certain expenditures from the proceeds of utility bonds to be issued by the City for the Water System Interconnect Project. Staff Report No. 108 3.Consideration of items, if any, removed from Consent Calendar RESOLUTIONS 4.Consider a resolution approving the contract with the International Union of Operating Engineers, Local 49 for the contract period January 1, 2024 through December 31, 2025. Staff Report No. 109 OTHER BUSINESS 5.Consider approval of an agreement between the City of Richfield and M. A. Mortenson Company for Construction Manager at Risk services for the construction of a new Wood Lake Nature Center Building. Staff Report No. 103 6.Consider a resolution adopting title and ballot language pertaining to a local option sales tax authorized by the Minnesota legislature, to be submitted for consideration to the voters of the City of Richfield at the General Election on November 5, 2024. Staff Report No. 110 CITY MANAGER’S REPORT 7.City Manager's Report CLAIMS AND PAYROLLS 8.Claims and Payroll COUNCIL DISCUSSION 9.Hats Off to Hometown Hits 10.Adjournment Auxiliary aids for individuals with disabilities are available upon request. Requests must be made at least 96 hours in advance to the City Clerk at 612-861-9739. CITY COUNCIL MEETING MINUTES Richfield, Minnesota City Council Work Session July 23, 2024 CALL TO ORDER Mayor Supple called the work session to order at 5:45 p.m. in the Bartholomew Room. Council Members Present: Mary Supple, Mayor; Simon Trautmann, Sharon Christensen; Sean Hayford Oleary, Ben Whalen Staff Present: Guests: Katie Rodriguez, City Manager; Karl Huemiller, Recreation Services Director; Courtney Miller, Senior Analyst; and Michelle Friedrich, City Clerk. Noah Exum, Glen Waguespack, Andrew Holmgren, HGA ITEM #1 WOOD LAKE BUILDING PROJECT UPDATE WITH PRESENTATION BY HGA AND LOCAL OPTION SALES TAX BALLOT LANGUAGE DISCUSSION. City Manager Rodriguez introduced the new Senior Analyst to the Council. She reviewed the agenda with the Council and turned it over to Director Huemiller. Director Huemiller reviewed the plans for tonight's presentation. He shared the previous projects they have been working on in the past months and discussed the planned upcoming projects for the coming year. Glen Waguespack, HGA, presented the process they are going through in the design stage. He reviewed the criteria, grading principles, budget, and schedule they have for this project. He discussed the timeline the project has; they are about halfway through the project schedule. Noah Exum, HGA, briefed the Council on the engagement strategy they are using for this project. He shared that they are looking to get feedback from the whole City of Richfield through surveys and open houses, then will do smaller focus groups, and finally through a project team for final decision making. He recapped the data collected through the surveys and studies. He reviewed the plans for balancing the desires of the community. Glen Waguespack presented the building planning updates and reviewed the site constraints they have run into. He also gave an overview of the site plans. City Council Work Session Minutes -2- July 23, 2024 Andrew Holgren, HGA, went into a more detailed overview of the site’s plans. He discussed the nature spaces surrounding the building and presented detailed plans for the different buildings and the purposes they will serve. Council Member Hayford Oleary asked if they will need to staff the whole building since it is so open. Glen Waguespack shared that their plans are to staff at least one person when an event is taking place. Council Member Hayford Oleary shared his concern for the lowest point of the room being too low and not leaving room to maximize the available space. Glen Waguespack noted that the rooms are all about 9 feet tall, but they can study to change that. Andrew Holgren noted that they must find a good middle to where the doors are tall enough for functionality but not too heavy for staff to open and close. Council Member Hayford Oleary asked about the reason for the shape of the deck space and why they decided on that shape. He shared that he would like to make that deck slightly larger to better allow for event use. Andrew Holgren noted that they are still in the schematic design stage, and they have decided to shape it like this to show people that there are bigger places of congregating for people. Council Member Christensen asked if the different designs for glass windows and observation decks will be incorporated into the building. Glen Waguespack shared that the way the building will be designed is to maximize the outdoor views in many ways. Mayor Supple asked if they have glass that will minimize bird strikes installed in the building. Glen Waguespack noted that they are featured in the early part of the schematic design and are required as a part of B3. Mayor Supple asked if they are planning to expand the programing so they have raptors. Director Huemiller shared that yes, they are planning on developing a volunteer team to help maintain the raptors. Mayor Supple asked to clarify if they plan to remove the fence at the north side of the site. Director Huemiller shared that they have been discussing removing parts of the fence. He also shared that they are trying to have better access points to the park. Council Member Hayford Oleary noted that he feels it is very important to make the parks very accessible to the community. Council Member Whalen agreed that they should remove some of the fences to make the park more accessible. He noted that they should picture the connection to the trail in the plan, so the public is not confused. He also agreed that the deck space should be increased. He shared his concern about the main entrance not being noticeable enough. City Council Work Session Minutes -3- July 23, 2024 Andrew Holgren discussed the reasons for the placement of the main entrance. He noted that not all people will use the same entrance and usually different groups of people will enter the building on a different side depending on their reason for visiting. Mayor Supple asked if the gray area on the plan is a public space. Andrew Holgren reported that that area would be private and considered back of house. Council Member Trautmann discussed his agreement for rotating the main entrance and the reception area. He noted a different design thought for expanding the deck area. He also noted that he would not advise them to view the coffee shop as a huge revenue generator but would add a huge sense of community to the area. Noah Exum reviewed that they have been looking into making a snack and coffee area located behind reception instead of a full coffee shop to save some money but still allow people to get a cup of coffee at the center. Council Member Trautmann commented that he feels it is important to have a good hospitality space as well as a storage area. Andrew Holgren presented the exterior plans for the building. He shared the planned views from different areas of the site. He also presented the planned views from the interior of the building. Director Huemiller presented the sample ballot language. Mayor Supple shared that the reason for this is to make sure it is clear for residents to understand and make choices. Council Member Whalen noted that he thinks it should be made clearer that the 20-year maximum will fund all three buildings. Council Member Hayford Oleary noted his concern that it is not made clear that it will not be 20 years maximum for each of the three buildings and a total of 60 years, but instead to make it clear that it will be a total of 20 years maximum. City Manager Rodriguez shared that they would work on making it clearer to residents about the timeline. Council Member Christensen noted that she is concerned that the questions are being worded in a manner that is too difficult to understand and should be made clearer. The group discussed the ways they could reword the question to make it more clear to residents. City Manager Rodriquez reported that she will create a summary of the discussion and get it back to the Council. ADJOURNMENT Mayor Supple adjourned the work session at 7:00 pm. City Council Work Session Minutes -4- July 23, 2024 Date Approved: August 14, 2024 Mary B. Supple Mayor Michelle Friedrich Katie Rodriguez City Clerk City Manager The meeting was called to order by Mayor Supple at 7:00 p.m. in the Council Chambers. Council Members Present: Mary Supple, Mayor; Sharon Christensen; Simon Trautmann; Sean Hayford Oleary; and Ben Whalen Staff Present: Katie Rodriguez, City Manager; Mary Tietjen, City Attorney; Melissa Poehlman, Community Development Director; and Michelle Friedrich, City Clerk. PLEDGE OF ALLEGIANCE Mayor Supple led the Pledge of Allegiance. OPEN FORUM Mayor Supple reviewed the options to participate: ● Participate live by calling 1-415-655-0001 during the open forum portion ● Call prior to meeting 612-861-9711 ● Email prior to meeting kwynn@richfieldmn.gov Jerry Doyle, 6734 Oakland, Richfield, discussed his concern about the dangers of increasing street parking when many people chose to walk on the streets since there are no sidewalks. Larry Ernster, 6727 Elliot Avenue South, Richfield, noted his frustration for the way that Richfield government is operating and how he feels Richfield is trying to isolate itself from the residents. He discussed why he opposes the parking ordinance. Mary Vest, 6727 Elliot Avenue South, Richfield, requested that the Council reject the proposed parking ordinance. She feels that reducing parking requirements would not benefit the City. Manager Rodriguez read an email to the Council from Alex Asmus, 6401 Harriet Ave. The email urged the Council not to continue discussion of the parking ordinance and vote down the decision because the parking issues have become dangerous to the community and created many problems. APPROVAL OF MINUTES CITY COUNCIL MEETING MINUTES Richfield, Minnesota Regular Council Meeting July 23, 2024 CALL TO ORDER City Council Meeting Minutes -2- July 23, 2024 Council Member Hayford Oleary requested a correction to the City Council meeting minutes. On page 5, paragraph 4, to change ‘regulate parking requirements’ to ‘regulate speeding.’ M/Hayford Oleary, S/Whalen to approve the minutes of the: (1) Joint City Council and Planning Commission Work Session of July 9th, 2024; (2) Regular City Council meeting of July 9th, 2024, as corrected. Motion carried: 5-0 ITEM #1 APPROVAL OF AGENDA M/Whalen, S/Christensen to approve the Agenda. Motion carried: 5-0 ITEM #2 CONSENT CALENDAR City Manager Rodriguez presented the consent calendar. A. Consider the approval of a Temporary On-Sale Intoxicating Liquor license for St. Peter Catholic Church, located at 6730 Nicollet Avenue South, for their Tri Fest Harvest 2024 event taking place September 21-22, 2024. (Staff Report No. 96) B. Consider the approval of a resolution authorizing the City of Richfield to enter into a grant agreement with the Minnesota Pollution Control Agency for funds in the amount of $91,500.00 to be used for stormwater model updates and capital planning. (Staff Report No. 97) RESOLUTION NO. 12223 RESOLUTION AUTHORIZING THE CITY OF RICHFIELD TO ACCEPT A SEWER OVERFLOW AND STORMWATER REUSE GRANT FROM THE MINNESOTA POLLUTION CONTROL AGENCY C. Ratify the correction of a typographical error in Resolution No. 12222, which authorized an application for Livable Communities grant funding, changing the name of the project from "Richfield Flats" to "Penn Station, 6501-25 Penn Avenue South." (Staff Report No. 98) RESOLUTION NO. 12222 RESOLUTION IDENTIFYING THE NEED FOR LIVABLE COMMUNITIES PREDEVELOPMENT FUNDING AND AUTHORIZING APPLICATION FOR GRANT FUNDS D. Consider the adoption of a resolution appointing election judges for the Primary Election on August 13,2024. (Staff Report No. 99) RESOLUTION NO. 12224 RESOLUTION APPOINTING ELECTION JUDGES FOR THE PRIMARY ELECTION BEING HELD ON AUGUST 13, 2024 M/Hayford Oleary, S/Trautmann to approve the consent calendar. City Council Meeting Minutes -3- July 23, 2024 Motion Carried: 5-0 ITEM #3 CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM CONSENT CALENDAR None. ITEM #4 CONSIDER A SECOND READING AND SUMMARY PUBLICATION OF AN ORDINANCE AMENDMENT ADJUSTING PARKING REQUIREMENTS (STAFF REPORT NO. 100) Council Member Hayford Oleary presented Staff Report 100. Council Member Christensen asked if one sided street parking would be all year round, and if it would be the whole City or just certain parts. Director Poehlman noted that this is an example of one solution that public works and public safety thought of to solve problems on narrow roads and would not be instituted in the entire City. Council Member Trautmann discussed that several residents can’t obtain enough signatures to request limiting parking and the Council should take that into consideration. Council Member Whalen noted that residents should be using access to the Traffic Control Committee for issues they see. He also noted that maintaining the status quo is not actually cost neutral. He discussed the major expenses for adding new parking, noting he would rather have the City spend $1 million on making housing more affordable rather than having 10 fewer cars on the streets. Council Member Hayford Oleary noted that he feels the ratio of parking spaces is already too large and they should not increase the ratio. Council Member Trautmann doesn’t feel that this is an existential problem, but he likes the fact that staff and residents are very involved in the discussion. Mayor Supple noted she would like to allow for some discretion to leave room for negotiation and that is why she will be voting no for the decision. Council Member Whalen also noted that discretion is not cost neutral, and it takes up time and resources. Council Member Hayford Oleary discussed that he would like to ensure the parking requirement rules are always clear and available for developers to know what challenges they will run into when deciding to develop in Richfield. M/Hayford Oleary, S/Trautmann to approve a second reading and summary publication of an ordinance amendment adjusting parking requirements. BILL NO. 2024-08 AN ORDINANCE AMENDING THE RICHFIELD ZONING CODE REGULATIONS RELATED TO PARKING Motion carried: 3-2 (Mayor Supple and Council Member Christensen) City Council Meeting Minutes -4- July 23, 2024 M/Hayford Oleary, S/Trautmann to approve a resolution authorizing summary publication of said ordinance. RESOLUTION NO. 12225 RESOLUTION APPROVING SUMMARY PUBLICATION OF AN ORDINANCE ADJUSTING PARKING REQUIREMENTS Motion Carried: 5-0 ITEM #5 CITY MANAGER’S REPORT City Manager Rodriguez shared information regarding the speakers from previous meetings and the comments that staff has followed up on. ITEM #6 CLAIMS AND PAYROLL M/Trautmann, S/Whalen that the following claims and payrolls be approved: U.S. BANK 07/19/2024 A/P Checks: 329475 – 330042 $3,847,374.60 Payroll: 189200 – 189591 43954 – 43959 $1,375,665.19 TOTAL $5,223,039.79 Motion carried: 5-0 ITEM #7 HATS OFF TO HOMETOWN HITS Council Member Trautmann thanked everyone involved in the discussion for the Nature Center plans. He also thanked the public works members who worked into the night to help clean up the storm damages. Council Member Hayford Oleary recapped the bike tour they did for the County transportation groups and the discussion they had. Council Member Christensen noted that the City should be doing its best to support small and local businesses. She also shared that the Historical Society is holding their annual ice cream social on August 3, 2024. Council Member Whalen gave a hats off to the election judges and reminded residents that the primary election is open. City Clerk Friedrich reported the voting hours. Mayor Supple gave a hats off to the Richfield farmers market and all involved. She also thanked everyone who helped clean up the storm damage and all the people who worked on the electrical lines. City Council Meeting Minutes -5- July 23, 2024 ITEM #8 ADJOURNMENT M/Trautmann, S/Whalen to adjourn the meeting at 7:51 p.m. Motion carried: 5-0 Date Approved: August 14, 2024 Mary B. Supple Mayor Michelle Friedrich Katie Rodriguez City Clerk City Manager AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #2.A. STAFF REPORT NO. 101 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:John Evans, Executive Analyst DEPARTMENT DIRECTOR REVIEW:Karl Huemiller, Recreation Services Director 8/1/2024 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/6/2024 ITEM FOR COUNCIL CONSIDERATION: Consider a resolution designating the City Manager as the signing authority for the Federal Department of Housing and Urban Development (HUD) environmental review required as part of the HUD Economic Development Initiative Grant in the amount of $3,000,000 for the Wood Lake Nature Center Building Project. EXECUTIVE SUMMARY: Staff has secured a commitment from the Federal Department of Housing and Urban Development (HUD) for the award of a Community Project Funding Grant in the amount of $3,000,000 to assist with the construction of a new Wood Lake Nature Center Building. The grant program is through HUD's Economic Development Initiative, which was signed into law as part of the Consolidated Appropriations Act in 2023. Among the materials required to process the grant agreement (B-23-CP-MN-0879) is an environmental review of the project site, which is being prepared by WSB Engineering. Before submitting the environmental review, it must be approved by the grantee's designated signing authority. This resolution would, by Council action, authorize the City Manager to act as that signing authority. RECOMMENDED ACTION: By motion: Approve a resolution designating the City Manager as the signing authority for the HUD environmental review required as part of the HUD Economic Development Initiative Grant in the amount of $3,000,000 for the Wood Lake Nature Center Building Project. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT The $3,000,000 in HUD grant funding will be a significant portion of the Wood Lake Building Project budget. Submitting an environmental review, approved by a designated representative of the City of Richfield, is required to release the funds. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Impact: The grant provides crucial funding for a new building at Wood Lake Nature Center, an amenity that is free to the public and has been heavily utilized for over 50 years. A new building would ensure the continuation of these services and the accessibility of the building for many years to come. People: The Recreation Services Department has an ongoing commitment to provide programs and facilities that are accessible and inviting to all people, regardless of ethnicity, gender identification, or economic status. Wood Lake Nature Center is uniquely located to provide access to nature for all members of our community. Consequences: The Recreation Services Department has been proactive about creating a welcoming environment for all people and we have seen diverse participation. Staff realizes that these facilities are made possible by all Richfield residents and strives to take steps to ensure that our participants reflect that diversity and individuality. Strategic Outcome Considerations: This project best aligns with the strategic plan priority of Sustainable Infrastructure addressing all sub-initiatives of asset management, comprehensive funding, and sustainability efforts. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): In April 2024, the City Council approved a resolution authorizing staff to execute the agreement with HUD for this grant. The environmental review process, including designating a signing authority, is part of the execution and is required to release the funds for the project. D.CRITICAL TIMING ISSUES: Staff will need to proceed with the environmental review submittal in a timely manner to ensure the availability of the awarded funds. E.FINANCIAL IMPACT: The HUD Community Project Funding Grant would provide $3,000,000 of funding towards the Wood Lake Building Project, which will be a crucial piece of the funding being assembled for the project. Submitting the environmental review is a required step in the release of these funds. F.LEGAL CONSIDERATION: There are no legal considerations for this item. ALTERNATIVE RECOMMENDATION(S): Reject the resolution and reject the $3,000,000 grant award, possibly jeopardizing the timeline of completion for the Wood Lake Building Project. PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type Resolution of signing authority for HUD Environmental Review-Wood Lake Resolution Letter RESOLUTION NO. RESOLUTION DESIGNATING CITY MANAGER KATIE RODRIGUEZ AS THE SIGNING AUTHORITY FOR THE HUD ENVIRONMENTAL REVIEW, REQUIRED AS PART OF THE ACCEPTANCE OF THE HUD ECONOMIC DEVELOPMENT INITIATIVE GRANT IN THE AMOUNT OF $3,000,000 FOR THE WOOD LAKE NATURE CENTER BUILDING PROJECT. WHEREAS, in the Consolidate Appropriations Act, 2023 (Public Law 117-328), the United States Congress made funding available for grants to fund community projects, administered by the US Department of Housing and Urban Development (HUD); and WHEREAS, the City of Richfield has secured the commitment from HUD for this Community Project Funding Grant and has received the award letter and grant agreement (B-23-CP-MN-0879) for processing; and WHEREAS, a required component of the grant materials to execute the grant agreement and release the funds is an environmental review of the project site, which requires approval by a designated signing authority on behalf of the grantee; and WHEREAS, this resolution would grant City Manager Katie Rodriguez the authority to sign and approve the environmental review on behalf of the City of Richfield, enabling the completion of the grant agreement materials and the release of the funds for the Wood Lake Building Project. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota, that City Manager Katie Rodriguez is authorized to act as the signing authority for approval of the HUD environmental review as part of the Community Project Funding Grant agreement with HUD for $3,000,000 in funding towards the Wood Lake Nature Center Building Project. Adopted by the City Council of the City of Richfield, Minnesota this 14th day of August, 2024. Mary Supple, Mayor ATTEST: Michelle Friedrich, City Clerk AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #2.B. STAFF REPORT NO. 102 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:Ruby Villa, Planner I DEPARTMENT DIRECTOR REVIEW:Melissa Poehlman, Community Development Director 7/30/2024 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/6/2024 ITEM FOR COUNCIL CONSIDERATION: Consider a request for a Conditional Use Permit and two buffer yard variances for an auto repair shop at 7524 Lyndale Avenue South. EXECUTIVE SUMMARY: Stall One Automotive (Applicant) is proposing to operate an auto repair shop at the former Barrett Lawn Care property, located at 7524 Lyndale Avenue South. Auto mechanical or body repair shops are a conditional use in the C-2 General Commercial district, and are subject to conditions listed in the Zoning Code. The Applicant is unable to meet two (out of seven) of the criteria listed in the Code, both related to minimum buffer yards. The Applicant is unable to meet minimum buffer yard requirements mainly due to the unusual layout of the building and site as related to the overall size of the site. In other words, the building does not meet front setback requirements, and its size relative to the lot leaves very little room for parking, landscaping, and buffer yards. This presents a practical difficulty in complying with the 25-foot residential buffer and 15-foot abutting parcel buffer. Full variances from both requirements, as discussed in the policy section below, are thus reasonable. Improvements will be made on site with regard to screening and the addition of bike racks in front of the property. Nonconforming aspects of the property, such as setbacks and impervious surface, may continue but will not worsen. In the absence of required buffer yards, staff recommend multiple mitigative measures as conditions of approval, as stated in the attached resolution. This would include a requirement that vehicular circulation be retained on site - that the drive aisle remain free of cars to provide for adequate site circulation, and that the alley be for deliveries and other occasional use only and will not be relied upon for customary site access. The Planning Commission held a public hearing on July 22nd. One person spoke in opposition to the request, stating that as the owner of a car repair shop in the immediate area, they had concerns about a concentration of uses. The Commission voted unanimously (7-0) to recommend approval of all aspects of the request. RECOMMENDED ACTION: By motion: Approve a Conditional Use Permit and two buffer yard variances to allow an auto repair shop at 7524 Lyndale Avenue South. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT The most recent use of the subject site was a lawn care business, for office and vehicle storage purposes. Site plan approval for this use was granted in December 2008. Aerial pictures indicate that, in recent years, unapproved outdoor storage (outside of approved enclosures) was prevalent. It had also come to the attention of Public Works staff that parking of commercial vehicles from this property frequently overflowed onto adjacent residential streets. Previous uses before the lawn care business included an auto body garage for paintless dent removal, and an auto body garage for auto glass installation. The building has remained relatively the same since these uses. Of note, the City has run into unusual circumstances regarding the lack of legal combination between Lot 8 (contains the parking for the site) and Lot 9 (contains the building). In 2008, Lots 8-10 (Lot 10 being the southern abutting parcel; not included in this request) were combined through a tax PID combination. Earlier this year, it came to staff’s attention that tax combinations are not a proper means of legal lot combination – Lot 10 was separated and conveyed. City Attorneys have reviewed deeds for Lots 8 and 9 and concluded that the two remaining lots are not legally combined. Further subdivision of Lots 8 and 9 would create greater nonconformities and would make meeting parking requirements for future uses impossible. As a result, staff is recommending as a condition of approval to this Conditional Use Permit (CUP) that Lots 8 and 9 be properly combined by undergoing a minor subdivision combination. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS As a sensible reuse of an existing property, the request is not in opposition to any specific strategic priority or outcome. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Zoning Code Section 534.07, Subd. 12 states that auto mechanical or body repair shops are a conditional use in the C-2 zoning district, provided the following conditions are met: 1. The use site shall not be located within 300 feet of the grounds of a school, church or hospital; this requirement is met. 2. If the use site abuts a residentially zoned lot, a buffer yard of not less than 25 feet in width and 75 percent all-season opacity from the ground to a height of six feet shall be provided to separate all aspects of such use from abutting residential parcels. The Council may reduce this requirement to not less than 15 feet if significant additional landscaping and fencing, with 100 percent all-season opacity, is provided to screen the auto mechanical or body repair shop use; this requirement cannot be met and a full variance is needed. The building abuts residential properties to the west side of the property (separated by an alley) and while there is a rear setback of 20 feet, the rear of the property cannot accommodate a buffer yard because the garage entrance to the building is in the back. The area directly north of the garage entrance also cannot accommodate a buffer yard because it must remain open for vehicle circulation. A 6-foot-tall opaque vinyl privacy fence will be provided as screening here. 3. A buffer yard of not less than 15 feet in width shall be provided to separate all aspects of such use from any abutting parcel; this requirement cannot be met and a full variance is needed. The building on this site was built with no side yard on the south side of the property. To the north, a buffer yard cannot be accommodated either, because of parking and drive aisle width requirements. 4. Vehicles that are inoperable shall not be stored on the premises, except in appropriately designed and screened areas as approved by the City. In accordance with Section 1320 of the City Code, inoperable vehicles cannot be stored on any property for more than 96 hours; this requirement will be met. The existing fence in the front of the property will be replaced with a black coated chain link fence, moved further back 10 feet, and screened using an opaque privacy screen tarp designed for use on fences. This will screen any vehicles awaiting repair in spaces 5-10. 5. Vehicles that are waiting for repair shall be stored in appropriately designed and screened areas as approved by the City; this requirement will be met; see above. 6. If the use is not located on a county road or state highway, it shall not be operated between the hours of 11:00 p.m. and 6:00 a.m.; this requirement will be met. The Applicant has indicated that the business will operate during the daytime; between 9:00 a.m. and 5:00 p.m. 7. All repair, assembly, disassembly, and maintenance of vehicles shall occur within an enclosed building, except minor maintenance such as tire inflation or adding oil or windshield wiper fluid; this requirement will be met. Zoning Code Section 547.11 states that variances may be granted for properties when “unusual or unique circumstances apply to the property which do not apply generally to other properties in the same zone or vicinity." The combination of the following characteristics makes this site unique: The depth of the building on the site is unusually large and spans almost the entire length of the south half of the property. The building has almost no front setback. The width of the property is 80 feet. The combination of the above characteristics means that the building itself takes up almost half of the property with no side yard on the south side, and no front yard. This forces parking to be placed on the north side of the property with a remaining narrow width of only 40 feet. Parking and drive aisle requirements take up most of this remaining width, leaving no room for a 15-foot buffer yard from the north abutting parcel. A buffer yard from the southern abutting parcel would also be impossible as there is a 0-foot side setback on that side. There are also difficulties in meeting the 25-foot buffer yard requirement from the abutting residential properties to the west. While there is a 20-foot rear setback, a buffer yard is not possible in that area because the entrance to the garage must remain open for vehicle ingress and egress. The building and dense layout of this site (and of abutting parcels) has remained the same for a very long time. They represent a historic dense urban development pattern that is unique and not present in other areas of the City. To require large suburban type buffer yards for properties with these characteristics would alter the dense urban character of the area. Ultimately, it is not reasonable to require that the applicant significantly alter the building size and/or remove all available parking to accommodate the required buffers. Impervious surface on this site is also nonconforming. The C-2 district has a maximum impervious surface of 85 percent, the site is almost 100 percent impervious. Improvements were made when the previous occupant underwent site plan approval. There is around 330 square feet of existing landscaping towards the front of the building; the Applicant is proposing to reduce it to 230 square feet and relocate it closer to the sidewalk. This would accommodate required parking and “open up” the site for customer parking and access to the site from Lyndale. Staff is recommending as a condition of approval that there be no net loss of existing pervious surface. Staff prefers that the greenspace be located in a visible location from the front of the property. Zoning Code Section 544.13 establishes parking requirements for auto mechanical, body repair shop or gas station at four plus two per service stall and one per 150 square feet of retail area. With no retail area and three service stalls, the parking requirement is ten stalls. The ten percent transit credit brings the requirement down to nine stalls. The Applicant desires eight stalls on site but staff prefers seven in order to accommodate no net loss of pervious surface. Therefore, staff recommends that the Council reduce the requirement by two stalls; which would be substituted by the two adjacent on-street parking stalls directly in front of the property. Zoning Code Section 544.13, Subd. 9.d states that parking for retail and service uses may be reduced if on-street parking is adjacent to the parcel and where all of the following conditions exist: i. The principal building is located within 20 feet of the front property line; this requirement is met. ii. No parking exists between the front face of the principal building and the street; this requirement is met. iii. A sidewalk exists along all sides of the lot that abut a public street; this requirement is met. iv. A primary building entrance must face the street with parking; this requirement is met; and v. If the Council finds that such parking will not be detrimental to the surrounding neighborhood. Zoning Code Section 544.17, Subd. 2 establishes bicycle parking requirements for office or service uses at “the greater of four (4) spaces or spaces equal to ten (10) percent of the total number of employees on site.” The Applicant currently has no employees, the owner is the sole operator. If approvals are granted and they are able to occupy the space, they anticipate hiring one technician. The Applicant has indicated that in the distant future, if the business grows, there could be an additional three employees hired. Therefore, the bicycle parking requirement is four spaces, and the Applicant will provide two bike racks directly in front of the building. D.CRITICAL TIMING ISSUES: The statutory 60-day clock started when a complete application was received on July 3, 2024. Therefore, the 60- day clock ends on September 1, 2024. A decision is required by this date, or the Council must notify the Applicant that it is extending the deadline (up to a maximum of 60 additional days or 120 days total) for issuing a decision. E.FINANCIAL IMPACT: None; required application fees have been paid. F.LEGAL CONSIDERATION: Notice of the public hearing was published in the Sun Current newspaper on Thursday, July 11th and was mailed to properties within 350 feet of the subject site. ALTERNATIVE RECOMMENDATION(S): Approve the request with additional and/or modified stipulations. Deny the request with a finding that the proposal does not meet City requirements. PRINCIPAL PARTIES EXPECTED AT MEETING: Sam Buckner, Applicant and owner of Stall One Automotive ATTACHMENTS: Description Type Resolution Resolution Letter CUP and Variance Required Findings Cover Memo Location and Zoning Map Cover Memo Applicant's Project Narrative Cover Memo Submittal Documents Cover Memo RESOLUTION NO. ______ RESOLUTION APPROVING A CONDITIONAL USE PERMIT AND TWO BUFFER YARD VARIANCES AT 7524 LYNDALE AVENUE SOUTH WHEREAS, an application has been filed by Stall One Automotive with the City of Richfield which requests approval of a Conditional Use Permit and two variances – one for a 25 foot variance from the 25 foot residential buffer yard requirement and the other for a 15 foot variance form the 15 foot abutting parcel buffer yard requirement - to allow a car repair shop at 7524 Lyndale Avenue South, property legally described as follows: LOTS 8 AND 9, BLOCK 25, IRWIN SHORES, HENNEPIN COUNTY, MINNESOTA WHEREAS, the Planning Commission of the City of Richfield held a public hearing at its July 22, 2024 meeting and recommended approval of the requested conditional use permit and variances; and WHEREAS, Zoning Code Section 534.07, Subdivision 12, b-c establishes the buffer yard conditions that must be met in order to grant a conditional use permit for an auto mechanical or body repair shop; and WHEREAS, Minnesota Statutes Section 462.357, Subdivision 6, provides for the granting of variances to the literal provisions of the zoning regulations in instances where enforcement would cause “practical difficulty” to the owners of the property under consideration; and WHEREAS, the property is unique in that the building on the property is unusually large and nonconforming in regards to a front setback; and WHEREAS, the variances from buffer yard requirements meet the requirements of Zoning Code Section 547.11, Subdivision 1, as detailed in the “required findings” statement; and WHEREAS, the requested conditional use permit meets the requirements necessary for issuing a conditional use permit as specified in Richfield’s Zoning Code, Subsection 547.09 and all other requirements in Subsection 534.07, Subdivision 12, as detailed in City Council Staff Report No.____; and WHEREAS, Zoning Code Section 544.13, Subdivision 6, establishes the minimum number of required off-street parking spaces for an auto repair shop, which totals 10 spaces for the property; and WHEREAS, Zoning Code Section 544.13, Subdivision 8, allows a reduction of ten percent for proximity to transit (any parcel which is located within a quarter mile of a frequently operating transit line), bringing the total required off-street parking spaces down to nine; and WHEREAS, Zoning Code Section 544.13, Subdivision 9.d, allows the City Council to approve adjacent on-street parking to count towards off-street requirements for retail and service uses, and there are two on-street spaces directly in front of the subject site, bringing the total requirement for off-street parking spaces down to seven; and WHEREAS, notice of the public hearing was published in the Sun Current newspaper and mailed to properties within 350 feet of the subject property; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Richfield, Minnesota, as follows: 1. The City Council adopts as its Findings of Fact the WHEREAS clauses set forth above, and the findings listed in the Required Findings Statement. 2. The requested conditional use permit, variances, and special parking request for an auto repair shop at 7524 Lyndale Avenue South, as described in the City Council Staff Report, on the property legally described above, is hereby approved, subject to the following conditions: a) That the applicant records this Resolution with the County, pursuant to Minnesota Statutes Section 462.36, Subd. 1 and the City’s Zoning Ordinance Section 547.09, Subd. 8. A recorded copy of the approved resolution must be submitted to the City prior to opening. b) Lots 8 and 9 must be legally combined into one parcel by undergoing a minor subdivision combination through the City and/or any other processes required in order to effectuate proper and legal combination (a PID/tax parcel combination by itself is insufficient). c) Garage doors shall be closed during business hours, except to allow for immediate vehicle entrance and exit, in order to comply with Section 534.07, Subd. 12.g: “All repair, assembly, disassembly, and maintenance of vehicles shall occur within an enclosed building, except minor maintenance such as tire inflation or adding oil or windshield wiper fluid.” d) Since on-street parking is being counted towards off-street requirements, overnight parking shall be limited to on-site stalls, and on-street parking shall be left open, as much as possible, for customers. e) Vehicular circulation shall be retained on site. The drive aisle shall remain free of cars to provide for adequate site circulation - the alley shall be for deliveries and other occasional use only, and not be relied upon for customary site access. f) The business shall be managed to limit off-site parking; cars awaiting repair or pick-up shall not be parked on residential or side streets. g) A fence detail for the replacement chain link fence will be provided for staff review and approval. h) Fabric screening materials for the front fence shall be installed according to manufacturer specifications and maintained and replaced continuously upon signs of disrepair. i) Bike racks shall be installed according to manufacturer specifications. j) A revised site plan and landscape plan for staff review and approval. No net increase of impervious surface shall be allowed. k) Landscaping and planter boxes shall be continuously maintained. l) Evidence of a shared access agreement with property owner to the north for the shared curb cut will be provided. If one does not exist, the applicant shall attempt to execute a shared access agreement with the property owner to the north. m) The applicant is responsible for obtaining all required permits, compliance with all requirements detailed in the City’s Administrative Review Committee Report dated June 25, 2024, and compliance with all other City, County and State regulations. n) Prior to opening, the applicant must submit a surety equal to 125% of the value of any improvements and/or requirements not yet complete. This surety shall be provided in the manner specified by the Zoning Code. 3. The conditional use permit shall expire one year after issuance unless 1) The use for which the permit was granted has commenced; or 2) Building permits have been issued and substantial work performed; or 3) Upon written request of the applicant, the Council extends the expiration date for an additional period not to exceed one year. Expiration is governed by the City Zoning Ordinance, Section 547.09, Subd. 9. 4. This conditional use permit shall remain in effect for so long as conditions regulating it are observed, and the conditional use permit shall expire if normal operation of the use has been discontinued for 12 or more months, as required by the City’s Zoning Ordinance, Section 547.09, Subd. 10. 5. Variances shall expire one year after they have been granted unless 1) The project for which the variance was granted is completed within the one-year period; or 2) Building permits have been issued and substantial work performed; or 3) Upon written request of the person or corporation holding the variance, the Council extends the expiration date for an additional period. Expiration is governed by the City Zoning Ordinance, Section 547.11, Subd. 11. 6. Variances shall remain in effect for so long as the conditions regulating it are observed, as required by the City’s Zoning Ordinance, Section 547.11, Subd. 12. Adopted by the City Council of the City of Richfield, Minnesota this 14th day of August 2024. Mary B. Supple, Mayor ATTEST: Michelle Friedrich, City Clerk Required Findings Stall One Automotive – 7524 Lyndale Avenue South Part 1 – Conditional Use Permit: The findings necessary to issue a Conditional Use Permit (CUP) are as follows (547.09, Subd. 6): 1. The proposed use is consistent with the goals, policies, and objectives of the City’s Comprehensive Plan. The proposed use is consistent with the “Community Commercial” guiding designation. The Comprehensive Plan identifies a number of goals and policies related to business growth and economic development. The proposal is consistent with these goals and policies. 2. The proposed use is consistent with the purposes of the Zoning Code and the purposes of the zoning district in which the applicant intends to locate the proposed use. The purpose of the Zoning Code is to protect and promote the public health, safety, aesthetics, economic viability, and general welfare of the City. The purpose of the C-2 “General Commercial” district is to allow a wide variety of commercial businesses that are attractive and compatible with nearby residential properties. The proposal is consistent with both these purposes. 3. The proposed use is consistent with any officially adopted redevelopment plans or urban design guidelines. There are no specific redevelopment plans or design guidelines that apply to the property. 4. The proposed use is or will be in compliance with the performance standards specified in Section 544 of this code. The property will maintain the status quo with a majority of performance standards requirements. Since no building expansion is proposed, the site may continue with its present nonconforming setbacks. The site will also continue to remain nonconforming in regard to landscaping and impervious coverage, but will not worsen. Improvements will include appropriate screening and the addition of bike racks. 5. The proposed use will not have undue adverse impacts on governmental facilities, utilities, services, or existing or proposed improvements. The City’s Public Works and Engineering Departments have reviewed the proposal and do not anticipate any issues. 6. The use will not have undue adverse impacts on the public health, safety, or welfare. The proposed use is not anticipated to have any adverse impacts to public health, safety and welfare. Adequate provisions will be in place to protect public health, safety and welfare. 7. There is a public need for such use at the proposed location. There is a high demand for auto mechanical and body repair uses in Richfield, evidenced by the concentration of dealerships along 494 and repair shops on arterial streets. The business is currently located in Bloomington. The success of the existing business demonstrates the need for car repair services in the trade area encompassing Richfield and surrounding cities. 8. The proposed use meets or will meet all the specific conditions set by this code for the granting of such conditional use permit. The use will comply with five of the seven specific conditions listed by the C-2 district for auto mechanical or body repair shops. Two of the specific conditions related to required buffer yards cannot be met due to unusual and unique circumstances related to the property. Variances are therefore reasonable. Part 2 – Variances from auto repair buffer yard requirements, as stated in Section 534.07, Sub. 12: The findings necessary to issue a variance are as follows (547.11, Subd. 1): a) There are “practical difficulties” that prevent the property owner from using the property in a reasonable manner. Strict enforcement of the buffer yard conditions set by Zoning Code Section 534.07, Subd. 12 for the granting of a Conditional Use Permit for a car repair shop would cause a practical difficulty. It is reasonable to allow flexibility in the granting of a CUP given the unique circumstances of the property and building. b) There are unusual or unique circumstances that apply to the property which were not created by the applicant and do not apply generally to other properties in the same zone or vicinity. The building on the property has no interior side setback on the south side and has almost no front yard. It takes up almost half of the site, leaving no room for buffer yards after parking and other improvements are accounted for. c) The variances would not alter the character of the neighborhood or the locality. • A full variance from the 25-foot residential buffer yard would not alter the character of the neighborhood or the locality, in fact, it would preserve it. Some form of vehicle repair or vehicle storage use has existed at this property for decades. A recommended condition of approval will be that vehicular circulation remain on site and that the alley abutting residential properties be used sparingly, for deliveries and other occasional use only and not be relied upon for customary site access. A 6-foot-tall opaque privacy fence will also be installed along the north side of the rear of the property to screen cars awaiting repair. • A full variance from the 15-foot buffer yard to separate all aspects of the use from any abutting parcel would also not alter the character of the neighborhood or locality. The abutting parcels have 0-foot side setbacks and no side yards and have remained that way for many years. A condition of the CUP that the applicant must meet is that repair of motor vehicles shall occur within the building. Impacts to the character of the neighborhood are not likely. d) The variances are the minimum necessary to alleviate the practical difficulty. • The applicant is requesting a variance to eliminate the requirement for a 25-foot residential buffer yard from the abutting residential properties to the west because of the unusual size and location of the building on the property. Although Section 543.07, Subd. 12 mentions that the Council may reduce this requirement to not less than 15 feet if significant additional landscaping and fencing is provided, the applicant would be unable to provide a buffer yard of any amount in the rear because of the garage entrance and space needed for vehicle circulation on site. This variance is the minimum necessary to alleviate the regulation that requires a residential buffer yard. • The applicant is also requesting a variance to eliminate the requirement for a 15- foot buffer to separate all aspects of the use from abutting parcels. With a 0-foot south side setback and very narrow parking lot on the north side of the property, there is no room for a buffer yard of any amount after parking stall depth and drive aisle requirements are accounted for. The variance is the minimum necessary to alleviate the regulation that requires a buffer yard for abutting parcels. e) The variances are in harmony with the general purpose and intent of the ordinance and consistent with the Comprehensive Plan. • In relation to the zoning ordinance, the purpose and intent of the C-2 district is to allow a wide variety of retail and service businesses. It also states that “despite the commercial nature of these land uses, the City expects them to have an attractive appearance from all sides, to be compatible with nearly residential properties, to minimize adverse effects on surface waters, and to not significantly degrade the level of service or safety on nearby roads.” Appropriate screening will help improve the appearance of the property from abutting parcels in the absence of buffer yards. Alternative conditions, such as retaining vehicular circulation on site, limiting the use of the alley, and prohibiting the overflow of vehicles associated with the business on to adjacent residential streets will help to minimize potential conflicts with the intent of the C-2 district. In relation to the Comprehensive Plan, buffer yards are not specifically mentioned. The Plan does make it a goal to maintain and enhance the “urban hometown character of Richfield” with multiple related policies such as “require site design and architectural characteristics that provide appropriate transitions between lower and higher intensity uses” and “support and encourage commercial land uses that are diverse and responsive to their context.” (Pg. 36). A car repair use is responsive to the context of the area; there are two existing gas stations on this block of Lyndale, and a car repair shop one street over directly north. • The requested variances will not adversely impact the aesthetics of the community or its health, safety and welfare. 75TH ST W 76TH ST WBRYANT AVE SLYNDALE AVE SALDRICH AVE SGARFIELD AVE± Location and Zoning Map 0 160 32080ft I:\GIS\Community Development\Case Maps\2024\Stall One Loc-Zoning Map.mxd 7524 Lyndale Avenue South Case #:Z24-07 SUBJECTSITE* *Request is for Lots 8 and9 only. Lot 8 Lot 9 Lot 10 Legend R Low Density Residential MR-3 High-Density Multi-Family C-2 General Commercial PC-2 Planned General Commercial Stall One Automotive Sam Buckner 1009 W. 80th St. Rear of Building 952-236-7488 sam.stalloneauto@gmail.com I opened Stall One Auto just about 5 years ago now in my current location Oct 2019. What started as a love for cars has now grown into a respectable business. My wife and kids have been the best support since the beginning and my son Camron has followed suit and looks to be hired this summer. With the help of my family, my business coach and my Google marketing company, I’ve seen consistent growth every year since opening. What’s needed now is to expand from my current 2000 sf location into this 4000-sf location to provide a better, more consistent service and provide potential employees a great place of employment. This place is a great location for my vision and goal. The current building I’m in was sold to a big corporation and all 5 tenants need to be out. My lease ends August 15th here. Feel free to check out the website to get a feel for the business. The city of Bloomington also did a small video of me that they have loaded onto YouTube. The new location will follow the current hours of operation of Monday through Friday 9am-5pm. We are not open on the weekends. All cars waiting for service will be parked in the 60-degree parking stalls. Any inoperable cars, declined service cars or cars beyond repair will be required to be picked up within 96 hours of coming to the facility. This will be followed very strictly because sitting cars present a slow and stale-looking shop. All waiting cars will be kept inside the screened area in parking stalls 5-10. Inside will house 3 working stalls (labelled 1-3) and a place for the garbage can. The interior stalls will sit at 60 degrees when driving in from the rear entrance. The garage doors at the rear of the building will always remain closed unless moving vehicles in/out of the building. The fiow of the property would be one direction coming off Lyndale into the parking lot, cars would be brought in through the rear vehicle entrance (west side of building) into 3 stalls and brought out the front vehicle exit (east side of building). Parking would be arranged as shown to promote the one-way fiow of vehicle service. Two parking stalls at 90 degrees to provide quick in and out visits and to provide a 2-way entrance/exit without driving around the building and through the alley. Next would be six 60-degree stalls for cars dropped off for service. There are also two on-street parking spots directly in front of the business. Each parking stall matches the required dimensions set by the city of Richfleld. There will be wheel stops at all off street parking stalls and stalls 3 and 4 will have a bumper pad to protect the building. Stalls 3 and 4 are crucial in making the building look inviting for quick in and out stops and to help with any overnight drop-offs. This will keep customers out of the alley when the business is closed and/or at night. The rear fence line would be a total of 70’ of vinyl fencing cornering the northwest property line and a gate to prevent random drive throughs. The unfenced area on the southwest corner will be used solely as needed space to move vehicles into the shop. Fence material will be grey vinyl with vertical slots totaling 6’ in height as pictured in the attachment. This material and height would corner the northwest corner of the lot. Curb appeal would be provided by updated paint matching modern grey blue color schemes and a new 230-sf green area in the front of the property just to the north of the building as shown. This would open green options to flt any greenery required by the city. The current front fence will be repaired to working condition and moved back 10’. Fabric outdoor screening will be used to provide any opacity required. The screening used will be U-line Privacy Screen S-23380BL. This screening can be replaced when needed depending on wear. The bike racks will be U-line Circle loop bike rack(part #H-6572) for bikes to be locked up in a way that positions bikes parallel with Lyndale Ave. The front green space will be as displayed on the new layout. Barrett Lawn Care has designed the new layout and will be installing the new garden. 14 plants, 4 different species, similar to the species currently at the property. The ground cover in the garden will be a brown mulch. From: Steve Mura <steve@barrettlawncare.com> Sent: Thursday, June 6, 2024 11:19 AM To: Jamie Willcoxen <Jamie@barrettlawncare.com> Subject: Leasing 7524 Lyndale To whom it may concern, My name is Steve Mura and I am the owner of 7524 Lyndale Ave S. I have recently agreed to lease the space to Stall One which is owned by Sam Buckner. I am requesting the City of Richfield grant Stall One a conditional use permit to conduct business out of this space. 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PRICE EACH ADD TO CART13+ H-6572 Circle 35 x 2 1/2 x 33"2 32 $280 $265 Specify Color SHIPS VIA UPS ULINE 1-800-295-5510 My Account | Contact Us | Sign In | Products Uline Products Quick Order Catalog Request Special Offers About Us Careers Cart $0.00 GOSearch AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #2.C. STAFF REPORT NO. 104 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:Courtney Miller, Senior Analyst DEPARTMENT DIRECTOR REVIEW: OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/6/2024 ITEM FOR COUNCIL CONSIDERATION: Consider entering into a Joint Powers Agreement ("JPA") for assessment services with Hennepin County. EXECUTIVE SUMMARY: In 1981, the City of Richfield entered into the first of a series of four-year contracts with Hennepin County for assessment services. Prior to that time, assessment services were performed by a City assessing staff consisting of a City Assessor and three Property Appraisers. The current contract with Hennepin County expired on July 31, 2024. The Hennepin County Board approved a staff recommendation to provide uniform assessment services throughout the county which will result in a significant cost savings for cities like Richfield. Hennepin County will instead levy directly for services at cost. RECOMMENDED ACTION: By Motion: Authorize the Mayor and City Manager to execute the JPA for assessment services with Hennepin County, effective August 1, 2024 and, unless otherwise terminated, continue in effect for an indefinite term of years. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT The assessment service provided by Hennepin County during the past 40 years has been extremely responsive and professional. Hennepin County assigns well-trained and knowledgeable staff to perform the Richfield assessment. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS C.POLICIES (resolutions, ordinances, regulations, statutes, exc): D.CRITICAL TIMING ISSUES: The current contract expired at the end of July and the JPA is needed to formalize Hennepin County performing the assessment and levying directly for the service. E.FINANCIAL IMPACT: The County shall perform, at no cost to the City, assessments for the City as required by Minnesota Law. Hennepin County will levy directly for services at cost, which is estimated to be $90,000. This is a savings of $300,000 for Richfield taxpayers for assessing services, since the previous contract was funded with the City's levy. F.LEGAL CONSIDERATION: The City and County may enter into a legal agreement for the provision of this service. ALTERNATIVE RECOMMENDATION(S): PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type Assessor Responsibilities Memo Cover Memo Joint Powers Agreement for Assessment Services Cover Memo Hennepin County Assessor’s Office 300 S. 6th St. – MC213, Minneapolis, MN 55487 612-348-3046 | hennepin.us Memo To: City Managers, City Administrators, City Clerks, Finance Directors From: Joshua Hoogland, Hennepin County Assessor Date: 6/12/2024 Re: Duties and responsibilities of assessors Duties and responsibilities performed by the Hennepin County Assessor’s Office When choosing the county assessor to perform these functions, a lead appraiser is assigned to the city for day-to-day duties and response to taxpayers and city officials. Duties and responsibilities when choosing the county assessor’s office to perform assessing services are listed below. • Actually view all real and personal property within a 5 year period, as required by law. • Review and appropriately value all new construction, additions, and renovation each year. • Adjust estimated market values on those properties not physically inspected as deemed necessary per sales ratio analysis. • Analyze sales, revalue all properties each year in accordance with the real estate market and prepare the initial assessment roll. • Print and mail valuation notices. • Respond to taxpayers regarding assessment or appraisal problems or inquiries in a timely fashion. • Serve as an assessment resource to taxpayers and city officials. • Conduct valuation reviews prior to Board of Review or Open Book Meetings, as deemed relevant by the City – approximate dates: March 1 through May 15. • Attend Board of Review or conduct Open Book Meeting. Prepare all necessary review appraisals. Approximate dates: April 1 – May 31. • Maintain an updated property file – current values, classification data and characteristic data. • Prepare divisions and combinations as required by plats or other parcel changes. • Administer the abatement process pursuant to Minn. Stat. §375.192. • Prepare appraisals; defend and/or negotiate all Tax Court cases. • Provide all computer hardware and software applications necessary to complete contracted services. • Process all homestead and special program applications. Contact Hennepin County Assessor Joshua Hoogland (612) 348-8853 joshua.hoogland@hennepin.us 1 DOCSOPEN-RC160-9-958794.v1-6/14/24 JOINT POWERS AGREEMENT FOR ASSESSMENT SERVICES THIS JOINT POWERS AGREEMENT (“Agreement”) is made and entered into by and between the County of Hennepin, a body politic and corporate under the laws of the State of Minnesota (the “County”), and the City of Richfield, a municipal corporation under the laws of the State of Minnesota (the “City”). RECITALS 1. WHEREAS, Pursuant to Minn. Stat. § 471.59, subdivision 1, the parties to this Agreement agree to exercise certain powers on behalf of the other or to cooperate with respect to their powers, to the extent and according to the terms provided herein; 2. WHEREAS, Minnesota Statutes Section 273.072 authorizes the County and any city or town lying wholly or partially within the County of Hennepin and constituting a separate assessment district to enter into an agreement, pursuant to Minnesota Statutes Section 471.59, for the provision of assessment services in the city or town by the county assessor; 3. WHEREAS, the City lies wholly within the County of Hennepin and constitutes a separate assessment district; 4. WHEREAS, the City desires the County to perform property tax assessments on behalf of the City and the County agrees to do so; and 5. WHEREAS, the City is willing to share all information, records, data, reports, etc., necessary to allow the County to carry out its responsibilities under this Agreement. NOW, THEREFORE, for mutual consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows: AGREEMENT 1. Recitals. The foregoing recitals are incorporated in this Agreement. 2. Purpose. This Agreement describes the duties and responsibilities of each of the parties related to the provision of assessment services to the City by the County. 3. Indefinite Term. This Agreement shall become effective on the Effective Date (as defined in section 20) and shall, unless otherwise terminated in accordance with the provisions hereof, continue in effect for an indefinite term of years. 4. Termination. This Agreement may be terminated by either party, with or without cause, upon ninety (90) days’ written notice. 5. County Responsibilities. 2 DOCSOPEN-RC160-9-958794.v1-6/14/24 5.1 The County shall perform, at no cost to the City, property assessments for the City as required by Minnesota Law. The City agrees that the County may perform the assessment services as it deems appropriate. County is responsible for performing the assessment services in compliance with Minnesota Law. 6. City Responsibilities: 6.1 The City shall provide to the County, at no cost, all information, records, data, reports, etc., necessary to allow the County to carry out its responsibilities hereunder, and the City agrees to cooperate in good faith with the County in carrying out the work under this Agreement. 6.2 The City shall provide to the County, at no cost, office space, office furniture, and personnel required by the County, as specifically set forth in Exhibit A, attached hereto and made a part hereof by this reference. 7. Non-Discrimination. In accordance with Hennepin County Affirmative Action Policy and the County Commissioners' policies against discrimination, no person shall be excluded from full employment rights or participation in or the benefits of any program, service or activity on the grounds of race, color, creed, religion, age, sex, disability, marital status, sexual orientation, public assistance status, ex-offender status or national origin; and no person who is protected by applicable Federal or State laws, rules and regulations against discrimination shall be otherwise subjected to discrimination. 8. Relationship of Parties; Employees. It is agreed that nothing herein contained is intended or should be construed in any manner as creating or establishing the relationship of joint venturers or co-partners between the parties hereto or as constituting the City as the agent, representative or employee of the County for any purpose or in any manner whatsoever. It is further agreed that in the performance of this Agreement, no employee of the City shall be considered an employee of the County, and no employee of the County shall be considered an employee of the City. Each party is responsible for any and all compensation, rights or benefits of any kind owing to its own employees, including claims pursuant to the Workers’ Compensation Act. 9. Indemnification. 9.1 City: The City agrees that it will defend, indemnify and hold the County, its elected officials, officers, agents, employees and duly authorized volunteers harmless from any and all liability (statutory or otherwise) claims, suits, damages, judgments, interest, costs or expenses (including reasonable attorney’s fees, witness fees and disbursements incurred in the defense thereof) resulting from or caused by the negligent or intentional acts or omissions of the City, its officers, agents, contractors, employees or duly authorized volunteers in the performance of the responsibilities provided by this Agreement. The City’s liability shall be governed 3 DOCSOPEN-RC160-9-958794.v1-6/14/24 by Minn. Stat. Chapter 466 and other applicable law, rule and regulation, including common law. 9.2 County: The County agrees that it will defend, indemnify and hold the City, its elected officials, officers, agents, employees and duly authorized volunteers harmless from any and all liability (statutory or otherwise) claims, suits, damages, judgments, interest, costs or expenses (including reasonable attorney’s fees, witness fees and disbursements incurred in the defense thereof) resulting from or caused by the negligent or intentional acts or omissions of the County, its officers, agents, contractors, employees or duly authorized volunteers in the performance of the responsibilities provided by this Agreement. The County’s liability shall be governed by Minn. Stat. Chapter 466 and other applicable law, rule and regulation, including common law. Notwithstanding the foregoing, the City’s exclusive remedy for any violation of this Agreement by the County is specific performance of the Agreement. 10. Dispute Resolution. The parties will use a dispute resolution process for any unresolved dispute between the parties before exercising any legal remedies. The dispute resolution process is a three-level dispute resolution ladder that escalates a dispute. At each level of the dispute resolution process, the parties’ representatives will meet and explore resolution until either party determines that effective resolution is not possible at the current level and notifies the other party that the process is elevated to the next level. The parties designate the following dispute resolution representatives: Level 1: County Assessor and City Administrator; Level 2: Assistant County Administrator Resident Services and City Administrator; Level 3: County Administrator and City Administrator. The parties will complete the dispute resolution process in good faith before resorting to any other legal process or remedy. 11. Force Majeure. If a force majeure event occurs, neither party is responsible for a failure to perform or a delay in performance due to the force majeure event. A force majeure event is an event beyond a party’s reasonable control, such as unusually severe weather, fire, floods, other acts of God, labor disputes, acts of war or terrorism, or public health emergencies. 12. Records. All records kept by the County and City with respect to the services provided hereunder are subject to examination by representatives of each party. All data collected, created, received, maintained or disseminated for any purpose by the County and City under this Agreement are governed by Minnesota Statutes, Chapter 13 (“Act”), and the Minnesota Rules implementing the Act. 13. Audit. Under Minnesota Statutes, Section 16C.05, subdivision 5, the parties agree that the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by either party and the state auditor or legislative auditor, as appropriate, for at least six years from the end of this Agreement. 4 DOCSOPEN-RC160-9-958794.v1-6/14/24 14. Notice. Any notice or demand, which may or must be given or made by a party hereto, under the terms of this Agreement or any statute or ordinance, shall be in writing and shall be sent registered or certified mail to the other party addressed as follows: TO CITY: City Administrator/City Manager City of Richfield 6700 Portland Ave Richfield, MN 55423 TO COUNTY: Hennepin County Administrator 2300A Government Center Minneapolis, MN 55487 copies to: County Assessor Hennepin County 2103A Government Center Minneapolis, MN 55487 Any party may designate a different addressee or address at any time by giving written notice thereof as above provided. Any notice, if mailed, properly addressed, postage prepaid, registered or certified mail, shall be deemed dispatched on the registered date or that stamped on the certified mail receipt and shall be deemed received within the second business day thereafter or when it is actually received, whichever is sooner. Any notice delivered by hand shall be deemed received upon actual delivery. 15. Amendment. Any modifications to this Agreement must be in writing as a formal amendment and executed by both parties. 16. Entire Agreement. This Agreement is the entire agreement between the parties and supersedes all oral agreements and negotiations between the parties relating to this Agreement. All exhibits and attachments to this Agreement are incorporated into the Agreement. If there is a conflict between the terms of this Agreement and any of the exhibits, the Agreement governs. 17. Severability; Waiver. The provisions of this Agreement are severable. If a court finds any part of this Agreement void, invalid, or unenforceable, it will not affect the validity and enforceability of the remainder of this Agreement. A waiver by a party of any part of this Agreement is not a waiver of any other part of the Agreement or of a future breach of the Agreement. 18. Counterparts. This Agreement may be executed in multiple counterparts, all of which when taken together shall compromise one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or electronic transmission (e.g., ‘pdf’ or ‘tif’) shall be effective as delivery of a manually executed counterpart of this Agreement. 5 DOCSOPEN-RC160-9-958794.v1-6/14/24 19. Effective Date. This Agreement will be effective on August 1, 2024. Each party is signing this Agreement on the date stated below that party’s signature. COUNTY BOARD AUTHORIZATION Reviewed by the County Attorney’s COUNTY OF HENNEPIN Office STATE OF MINNESOTA ______________________________ By: _____________________________________ Assistant County Attorney Chair of Its County Board Date: ________________________ ATTEST:_________________________________ Deputy/Clerk of County Board Date:_____________________________________ By: ______________________________________ County Administrator Date:_____________________________________ By: ______________________________________ Assistant County Administrator - Residential Services Date: _____________________________________ Recommended for Approval By: _______________________________ County Assessor/Director, County Assessor Department 6 DOCSOPEN-RC160-9-958794.v1-6/14/24 CITY OF __________ By: _________________________________ Mary Supple, Mayor By: _________________________________ Katie Rodriguez, City Manager 7 DOCSOPEN-RC160-9-958794.v1-6/14/24 EXHIBIT A (Assessment Services – City of ____________) During the contract term, the City shall: 1. The CITY agrees to furnish, without charge, secured office space as needed by the COUNTY at appropriate places in the CITY's offices. Such office space shall be sufficient in size to accommodate reasonably one (1) appraiser and any furniture placed therein. The office space shall be available for the COUNTY's use upon request during typical business hours, and during all such hours the COUNTY shall be provided with levels of heat, air conditioning and ventilation as are appropriate for the seasons. AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #2.D. STAFF REPORT NO. 105 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:Chad Donnelly, Assistant Utility Superintendent DEPARTMENT DIRECTOR REVIEW:Kristin Asher, Public Works Director 8/6/2024 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/6/2024 ITEM FOR COUNCIL CONSIDERATION: Consider the approval of two engineering consultant pool agreements between the City and the selected engineering firms for routine professional engineering services for calendar years 2024 through 2025. EXECUTIVE SUMMARY: Consultant Pool Background The City solicits proposals from engineering firms for inclusion in the engineering consultant pool. The consultant pool consists of firms the City can contract with for routine engineering services. The City ultimately selects consultants that it believes demonstrate an understanding and appreciation for municipal services. The specific areas of practice considered for professional engineering services are: General Municipal Engineering Traffic Engineering and Transportation Planning Water Treatment Process Engineering Structural, Mechanical and Electrical Engineering Landscaping, Urban Design and Urban Planning Surface Water Resources Engineering Water Supply, Storage and Distribution Wastewater Conveyance, Treatment and Disposal Consultant Pool Additions The current consultant pool consists of agreements with consultants for a term spanning calendar years 2021 through 2025. A need for additional consultants with specific areas of expertise has become apparent for upcoming project support. These two additional firms employ the personnel and have the experience needed for these projects. The request herein is to approve agreements with these two firms for inclusion in the current consultant pool which will run through 2025: Black and Veatch KLM Engineering Inclusion in the City's engineering consultant pool does not guarantee any engineering consultant any specific project or volume of work, nor does it preclude the City from removing an engineering firm from the pool or adding others as needed. The engineering consultant pool allows the City to efficiently request proposals for services and enter into work order agreements based upon previously negotiated terms which are laid out in the individual agreements. RECOMMENDED ACTION: By Motion: Approve the engineering consultant pool agreements between the City and Black and Veatch and KLM Engineering for routine professional engineering services for calendar years 2024 through 2025. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT Engagement with the two consulting firms was completed in April and May. Consulting pool agreements were reviewed and terms and conditions mutually agreed to in July. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Both firms employ staff who are practiced in the study areas of Equity and Inclusion and its applicability in the infrastructure space. Dependent upon the needs of the project, each will be able to support City staff with this need. These firms possess the in-house expertise and are considered leaders in the practice areas of drinking water and municipal engineering. They will help strengthen the City's goals of sustainable infrastructure and operational excellence. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): The Engineering Division maintains a pool of qualified consultant firms to assist with the delivery of projects identified in the City's Capital Improvement Plan (CIP). D.CRITICAL TIMING ISSUES: These new agreements should be approved so future work orders associated with the programmed critical infrastructure projects are governed by the updated agreement terms. E.FINANCIAL IMPACT: No direct financial impact at this time. Future work orders are approved on an as-needed basis and the fee for service is negotiated at that time. The City budgets annually for anticipated consultant services expenses. F.LEGAL CONSIDERATION: The City Attorney has reviewed the agreements and will be available to answer questions. ALTERNATIVE RECOMMENDATION(S): None PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type Black and Veatch Contract/Agreement KLM Contract/Agreement CITY OF RICHFIELD – Client-Consultant Professional Services Agreement CITY OF RICHFIELD, MINNESOTA CLIENT-CONSULTANT PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made effective on this ____ day of ________________, 2024, (“Effective Date”) between the City of Richfield, Minnesota, a Minnesota Municipal corporation (hereinafter referred to as the “CITY”), and Black & Veatch, a Delaware corporation (hereinafter referred to as “CONSULTANT”). From time to time the CITY intends to engage CONSULTANT to provide Professional Engineering Related Services. This AGREEMENT sets forth the general terms and conditions which shall govern the relationship and performance of the CITY and CONSULTANT. In consideration of the foregoing recitals and following terms and conditions contained herein, the CITY and CONSULTANT agree as follows: ARTICLE 1: SERVICES OF THE CONSULTANT 1.1 Scope of Services: A. The services to be provided by CONSULTANT shall be set forth in a written communication or Work Order that is authorized by the CITY prior to the start of work. B. Professional Engineering Related Services will, in general, include studies and reports, design, preparation of working drawings and specifications; construction administration and construction observations; mapping, preparation of cost estimates; and other related tasks of a type normally associated with infrastructure improvements. C. This AGREEMENT is not a commitment by the CITY to CONSULTANT to request services or to issue any Work Orders. 1.2 Work Order Procedure A. CONSULTANT shall provide the CITY with a proposal for specific services or projects when requested by the CITY. Each Work Order will indicate the specific task, scope of services, time for performance, deliverables to be provided, and the basis of compensation. B. Individual Work Orders or written communications authorizing services by CONSULTANT shall be mutually approved by the CITY and CONSULTANT. Each duly executed Work Order shall be incorporated and made a part of this AGREEMENT and the General Considerations thereof. ARTICLE 2: PERIOD OF SERVICE AND TIMES FOR RENDERING SERVICES 2.1 Term: This AGREEMENT shall be effective and applicable to each Work Order issued hereunder and shall apply to any service provided by CONSULTANT, whether retained under a formal Work Order or other written action or approval by the CITY, subject, however, to termination by either party in accordance with ARTICLE 6.11. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement 2.2 The times for performing services or providing deliverables shall be as stated in each Work Order or written communication authorizing the service or deliverable. ARTICLE 3: COMPENSATION 3.1 Basis for Compensation: Compensation to CONSULTANT shall be as set forth in each Work Order. When services are requested by the CITY and a Work Order is not executed, the services shall be provided on an hourly rate basis in accordance with the hourly rate sheet on file at the CITY, or as mutually agreed to in written form. 3.2 Payments for Services A. Preparation and Submittal of Invoices: CONSULTANT shall prepare and submit invoices to the CITY on a monthly basis, unless otherwise mutually agreed. Invoices are due and payable within 45 days of receipt. B. Disputed Invoices: If the CITY contests an invoice, the CITY shall advise CONSULTANT of the specific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. C. Required Invoice Information: CONSULTANT’s invoices shall contain the following information: 1) The CITY’s Project number; 2) invoice number (sequential); 3) current costs incurred; 4) cumulative costs to date; 5) work order amount; 6) work order amount remaining; 7) signature request on each invoice attesting to services and costs as new and no previous payment received. ARTICLE 4: CONSULTANT’S RESPONSIBILITIES 4.1 CONSULTANT shall be responsible for project management and for using its best efforts to keep the project on schedule and within budget. 4.2 CONSULTANT shall complete, to the CITY’s satisfaction, the “Writing to Get Things Done” course. 4.3 CONSULTANT shall communicate clearly and regularly with the CITY regarding the project timeline, work completion, and deadlines for review submittals and information requests. 4.4 CONSULTANT is responsible for building in ample time within its schedule to allow for the CITY’s reviews and responses. ARTICLE 5: THE CITY’S RESPONSIBILITIES 5.1 The CITY shall designate a person to act as the CITY’s representative with respect to services to be rendered under this AGREEMENT. Unless otherwise designated in writing, the CITY’s representative shall be the City Engineer. Such persons shall have authority to transmit instructions, receive instructions, receive information, interpret and define the CITY’s policies with respect to CONSULTANT’s services, and render decisions relative to a specific project. 5.2 Provide Access: The CITY shall provide access to, and make provisions for CONSULTANT to enter upon public or private property as required to perform their work. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement 5.3 Provide supporting documentation and Services: The CITY shall provide all necessary information regarding its requirements as necessary for orderly progress of the work, including records, data, instructions, and requirements for completeness. The CITY shall also provide services in regards to accounting, fiscal and bond counseling services, insurance, and legal services as may be required for the project. 5.4 The CITY shall be responsible for, and CONSULTANT may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by the CITY to CONSULTANT pursuant to this AGREEMENT. CONSULTANT may use such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this AGREEMENT. 5.5 Provide prompt Notice and Review: The CITY shall promptly review and examine all correspondence, reports, sketches, drawings, specifications and other documents and communications prepared and presented by CONSULTANT and render decisions pertaining thereto within a reasonable time so as not to delay the services of CONSULTANT. CONSULTANT is solely responsible for any delays, however, if it does not allow for ample time for the CITY’s review and decision. The CITY shall also give prompt notice to CONSULTANT whenever the CITY observes or otherwise becomes aware of any development that affects the scope or timing of CONSULTANT’s services or any defect in the work. 5.6 The CITY shall act as liaison with other agencies or involved parties to carry out necessary coordination and negotiations; obtain permits; approvals and consents from others as may be necessary for completion of the project, unless the CITY directs CONSULTANT in the applicable Work Order to obtain such permits, approvals and consents. ARTICLE 6: GENERAL CONSIDERATIONS 6.1 Standards and Parameters of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by CONSULTANT under this AGREEMENT will be the care and skill ordinarily used by members of the subject profession practicing under like circumstances. CONSULTANT shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by CONSULTANT's breach of this standard of care. CONSULTANT shall put forth reasonable efforts to complete its duties in a timely manner. CONSULTANT shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this AGREEMENT. CONSULTANT shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. B. Technical Accuracy: CONSULTANT shall be responsible for the technical accuracy of its services and documents resulting there from, and the CITY shall not be responsible for discovering deficiencies therein. CONSULTANT shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in the information furnished by the City. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement C. Consultants: CONSULTANT, with written approval by the CITY, may employ such sub- consultants as CONSULTANT deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by the CITY. D. Compliance with Laws and Regulations, and Policies and Procedures: CONSULTANT and the CITY shall comply with applicable Laws and Regulations and the CITY mandated standards. E. CONSULTANT shall not at any time supervise, direct, control, or have authority over any contractor work. CONSULTANT shall not have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a contractor to comply with Laws and Regulations applicable to such contractor’s furnishing and performing its work. F. CONSULTANT neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor’s failure to furnish and perform the Work in accordance with the Contract Documents, or for the acts or omissions of any Contractor, Subcontractor, or Supplier. 6.2 Independent Contractor: CONSULTANT is an independent contractor. The manner in which the services are performed shall be controlled by CONSULTANT; however, the nature of the services and the results to be achieved shall be specified by the CITY. All services provided by CONSULTANT pursuant to this AGREEMENT shall be provided by CONSULTANT as an independent contractor and not as an employee of the CITY for any purpose, including but not limited to: income tax withholding, workers’ compensation, unemployment compensation, FICA taxes, and eligibility for employee benefits. 6.3 Insurance A. CONSULTANT shall procure, and maintain and keep in force at all times during the term of the AGREEMENT, the following minimal insurance protection in the limits specified: 1. A commercial general liability insurance policy protecting CONSULTANT from claims for damages for bodily injury, including death, and from claims for property damage, which may arise from operations under this Agreement. The limits shall be $1,500,000 per occurrence; and, $2,000,000 annual aggregate. To meet the commercial general liability requirements, the CONSULTANT may use a combination of excess and umbrella coverage. Such policy shall also include contractual liability coverage. 2. An automobile liability insurance policy, if applicable, protecting the CONSULTANT from claims for damages for bodily injury, including death, and from claims for property damage resulting from the ownership, operation, maintenance or use of all autos which may arise from operations under this Agreement. The limits shall be $1,500,000 per occurrence combined single limit for bodily injury and property damage. The following coverages shall be included: Owned, Non-owned and Hired Automobiles. 3. A Professional (Errors and Omissions) Liability Insurance policy covering personnel of the CONSULTANT that provides coverage for all claims that the CONSULTANT may become legally obligated to pay resulting from any actual or alleged negligent act, error, CITY OF RICHFIELD – Client-Consultant Professional Services Agreement or omission related to CONSULTANT’s services under this Agreement. The limits shall be $2,000,000 per claim and $2,000,000 annual aggregate. 4. Workers Compensation Insurance for all its employees in accordance with the statutory requirements of the State of Minnesota. Employer’s liability insurance with limits as follows: $500,000 – Bodily Injury by Disease per employee; $500,000 – Bodily Injury by Disease aggregate; and $500,000 – Bodily Injury by Accident. If the CONSULTANT is exempt from Worker’s Compensation Insurance, it must provide a written statement, signed by an authorized representative, indicating the qualifying exemption under state statute. B. Any policy obtained and maintained under this section shall provide that it shall not be cancelled, materially changed, or not renewed without thirty (30) days’ notice thereof to the CITY. C. For any specific Work Order, the CITY may request that CONSULTANT provide additional insurance coverage, increased limits, or revised deductibles. D. Certificates of insurance will be provided to the CITY upon execution of this AGREEMENT and thereafter upon request by the CITY. The CITY shall be listed as an additional insured on all certificates. 6.4 Opinions of Cost A. CONSULTANT’s opinions of probable project cost, construction cost, life cycle cost, alternative evaluations, and considerations for operations and maintenance costs are to be made on the basis of CONSULTANT’s experience and qualifications and represent CONSULTANT’s best judgment as an experienced and qualified professional generally familiar with the construction industry. It is recognized, however, that CONSULTANT has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors’ methods of determining prices, or over competitive bidding or market conditions. CONSULTANT, therefore, cannot and does not guarantee that proposals, bids, or actual costs will not substantially vary from opinions of probable costs prepared by CONSULTANT and submitted to the CITY. 6.5 Compliance Requirements: Data provided by CONSULTANT or created under this AGREEMENT shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. During the performance of this AGREEMENT, CONSULTANT shall be in compliance with applicable federal, state and city statutes, regulations, ordinances, and policies, including without limitation, Minnesota Statutes, Section 181.59. CONSULTANT shall not discriminate in employment practices on the basis of race, color, creed, religion, national origin, sex, sexual orientation, gender identity or expression, age, marital status, public assistance status, veteran status, disability, or other protected classes. 6.6 Use of Documents and Records Availability and Retention A. All Documents prepared and submitted by CONSULTANT are instruments of service, except for the CITY-furnished data, and are not represented to be suitable for any other purpose. CONSULTANT grants to the CITY an irrevocable license to use such Instruments of Service as deemed necessary by the CITY. CONSULTANT shall retain an ownership and property interest therein whether or not the Project or Service is completed. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement B. At the time of completion or termination of this AGREEMENT or for each Work Order, the CITY may make and retain copies of all deliverables, maps, reports, and correspondence, pertaining to the work or Project. Any re-use of the documents by CITY for any other purpose, other than the scope described in the Task Orders, shall be without liability to CONSULTANT. C. In the event electronic copies of documents are made available to the CITY, CONSULTANT makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents’ creator. D. The CONSULTANT shall maintain records that reflect all revenues, costs incurred, and services provided in the performance of the Agreement. Pursuant to Minnesota Statutes, Section 16C.05, Subdivision 5, CONSULTANT also agrees that the CITY, the State Auditor, or legislative authority, or any of their duly-authorized representatives, at any time during normal business hours and as often as they may deem reasonably necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., and accounting procedures and practices of CONSULTANT which are relevant to the contract. Additionally, CONSULTANT agrees to maintain these records and make them available for examination for a minimum period of six (6) years from the date of termination of this Agreement. 6.7 Design without Construction Phase Services: If CONSULTANT provides design services for a project but the CITY does not retain the services of CONSULTANT for construction phase engineering services, the CITY assumes responsibility for interpretation of the plans and specifications and for construction observation or review of the Contractor’s work. 6.8 Conflict of Interest: CONSULTANT shall use best efforts in the performance of its services and professional obligations to avoid conflicts of interest and appearances of impropriety in representation of the CITY. It is the intent of CONSULTANT to refrain from handling engineering matters for any other person or entity that may pose a conflict of interest, or may not be in the best interests of the CITY.O 6.9 Hazardous Substances: CONSULTANT’s scope of services does not include any services related to hazardous or toxic materials. If it becomes known that such materials may be present at or near a project that may affect the CONSULTANT’s services, the CONSULTANT shall immediately inform the CITY in writing and may suspend performance of its services, without liability. The CONSULTANT shall also assist the CITY to retain appropriate specialists or consultants to contract with the CITY, at the CITY’s expense, adequately identify and abate such materials so that CONSULTANT’s services may resume; provided that CONSULTANT shall have no responsibility for the acts and omissions of such specialists or consultants. 6.10 Construction Project Observation: If requested by the CITY, CONSULTANT shall visit and document a contractor’s work at appropriate intervals during a construction project to observe the progress and quality of the contractor’s work and advise, in general, if the work is proceeding in accordance with the contractor’s responsibilities under a construction project. CONSULTANT does not guarantee the performance of, and shall have no responsibility for, the acts or omissions of any contractor, subcontractor, supplier, or any other entity furnishing materials or performing any work on such a construction project. If the CITY desires more extensive observation or a full-time or on- site representative, the CITY shall request such services be provided by the CONSULTANT in a work order. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement 6.11 Termination/Default A. Either party may terminate this AGREEMENT upon thirty (30) days written notice. B. Either party has the right to terminate any Work Order upon ten (10) days written notice unless otherwise stated in the Work Oder. In addition, the CITY may at any time, reduce the scope of a Work Order. Such reduction in scope of a Work Order shall be set forth in a written notice from the CITY to CONSULTANT. C. In the event of a reduction in scope of a Work Order, CONSULTANT shall be paid for the work performed and expenses incurred on the Work Order thus reduced and for any completed and abandoned work for which payment has not been made. D. In the event of termination of an Work Order, copies of all documents prepared by CONSULTANT under the Work Order shall be made available by CONSULTANT to the CITY, pursuant to ARTICLE 6.6, and there shall be no further obligation of the CITY to CONSULTANT under the Work Order, except for payment of amounts due and owing for work performed and expenses incurred to the date and time of termination. E. In like manner, if the entire AGREEMENT is terminated pursuant to ARTICLE 6.11A, copies of all remaining documents on file with CONSULTANT shall also, upon request, be made available to the CITY pursuant to ARTICLE 6.6 upon receipt of payment of amounts due and owing CONSULTANT for any authorized work. F. If CONSULTANT fails to fulfill its obligations under this AGREEMENT in a professional and reasonably timely manner to provide the services described in Article 1 of this AGREEMENT or otherwise materially violates the terms of this AGREEMENT the CITY shall have the right to terminate this AGREEMENT if CONSULTANT has not cured the default or commenced a cure to the satisfaction of the City after receiving ten (10) days written notice of the performance issue or other item of default. G. Notwithstanding the above, CONSULTANT shall not be relieved of liability to the CITY for damages sustained by the CITY as a result of a material breach of this AGREEMENT by CONSULTANT. The CITY may, in such event, withhold payments due to CONSULTANT for the purpose of set-off until such time as the exact amount of damages due to the CITY is determined. The rights or remedies provided for herein shall not limit the CITY, in case of any default by CONSULTANT from asserting any other right or remedy allowed by law, equity, or by statute. 6.12 Controlling Law: This AGREEMENT is to be governed by the laws of the State of Minnesota. 6.13 Successors, Assigns, and Beneficiaries A. The CITY and CONSULTANT are hereby bound and the successors, executors, administrators, assigns, and legal representatives of the CITY and CONSULTANT are hereby bound to the other party to this AGREEMENT and to the successors, executors, administrators, assigns and legal representatives of such other party, in respect of all covenants, agreements, and obligations of this AGREEMENT. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement B. CONSULTANT may not assign, sublet, or transfer any rights under or interest in this AGREEMENT, or any portion thereof, without the written consent of the CITY. Nothing contained in this paragraph shall prevent CONSULTANT from employing such independent professional associates and sub-consultants as CONSULTANT may deem appropriate to assist in the performance of services hereunder, pursuant to ARTICLE 6.1C. C. Nothing under this AGREEMENT shall be construed to give any rights or benefits in this AGREEMENT to anyone other than the CITY and CONSULTANT. 6.14 Dispute Resolution A. The CITY and CONSULTANT agree to negotiate all disputes between them in good faith for a period of thirty (30) days from the date of notice prior to invoking other provisions of this AGREEMENT, or exercising their rights under law, except for an item of default which is governed by ARTICLE 6.11 F-G. 6.15 Notices: Any notice required under this AGREEMENT will be in writing and given personally, by registered or certified mail postage prepaid, or by a commercial courier service, addressed as follows: To: THE CITY: Joe Powers, City Engineer City of Richfield 1901 E 66th Street Richfield, MN 55423-2560 Phone: (612) 861-9791 To: CONSULTANT: Adam Markos, Project Manager Black & Veatch Corporation 7760 France Ave South, Suite 1200 Bloomington, MN 55435 All notices shall be effective upon the date of receipt. 6.16 Liability and Indemnification: A. CONSULTANT agrees to defend, indemnify and hold the CITY harmless from any liability, claims, damages, costs, judgments, or expenses to the extent resulting directly from CONSULTANT’s negligent acts or omissions in the provision of the services provided to the CITY under this AGREEMENT. B. The CITY agrees to defend, indemnify and hold CONSULTANT harmless from any liability, claims, damages, costs, judgments, or expenses to the extent resulting directly from CITY’S negligent acts or omissions in the provision of the services provided to CONSULTANT described in ARTICLE 5 of this AGREEMENT. 6.17 Survivability, Severability, Waiver CITY OF RICHFIELD – Client-Consultant Professional Services Agreement A. Survivability: All express representations, waivers, indemnifications, and limitations of liability included in this AGREEMENT will survive its completion or termination for any reason. B. Severability: Any provision or part of the AGREEMENT held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon the CITY and CONSULTANT. C. Waiver: A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the date first above written. BLACK & VEATCH CORPORATION CITY OF RICHFIELD, MINNESOTA By __________________________________ By ___________________________________ Paul Boersma Mary Supple, Mayor Vice President By Katie Rodriguez, City Manager CITY OF RICHFIELD – Client-Consultant Professional Services Agreement CITY OF RICHFIELD, MINNESOTA CLIENT-CONSULTANT PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made effective on this ____ day of ________________, 2024, (“Effective Date”) between the City of Richfield, Minnesota, a Minnesota Municipal corporation (hereinafter referred to as the “CITY”), and KLM Engineering, a Delaware corporation (hereinafter referred to as “CONSULTANT”). From time to time the CITY intends to engage CONSULTANT to provide Professional Engineering Related Services. This AGREEMENT sets forth the general terms and conditions which shall govern the relationship and performance of the CITY and CONSULTANT. In consideration of the foregoing recitals and following terms and conditions contained herein, the CITY and CONSULTANT agree as follows: ARTICLE 1: SERVICES OF THE CONSULTANT 1.1 Scope of Services: A. The services to be provided by CONSULTANT shall be set forth in a written communication or Work Order that is authorized by the CITY prior to the start of work. B. Professional Engineering Related Services will, in general, include studies and reports, design, preparation of working drawings and specifications; construction administration and construction observations; mapping, preparation of cost estimates; and other related tasks of a type normally associated with infrastructure improvements. C. This AGREEMENT is not a commitment by the CITY to CONSULTANT to request services or to issue any Work Orders. 1.2 Work Order Procedure A. CONSULTANT shall provide the CITY with a proposal for specific services or projects when requested by the CITY. Each Work Order will indicate the specific task, scope of services, time for performance, deliverables to be provided, and the basis of compensation. B. Individual Work Orders or written communications authorizing services by CONSULTANT shall be mutually approved by the CITY and CONSULTANT. Each duly executed Work Order shall be incorporated and made a part of this AGREEMENT and the General Considerations thereof. ARTICLE 2: PERIOD OF SERVICE AND TIMES FOR RENDERING SERVICES 2.1 Term: This AGREEMENT shall be effective and applicable to each Work Order issued hereunder and shall apply to any service provided by CONSULTANT, whether retained under a formal Work Order or other written action or approval by the CITY, subject, however, to termination by either party in accordance with ARTICLE 6.11. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement 2.2 The times for performing services or providing deliverables shall be as stated in each Work Order or written communication authorizing the service or deliverable. ARTICLE 3: COMPENSATION 3.1 Basis for Compensation: Compensation to CONSULTANT shall be as set forth in each Work Order. When services are requested by the CITY and a Work Order is not executed, the services shall be provided on an hourly rate basis in accordance with the hourly rate sheet on file at the CITY, or as mutually agreed to in written form. 3.2 Payments for Services A. Preparation and Submittal of Invoices: CONSULTANT shall prepare and submit invoices to the CITY on a monthly basis, unless otherwise mutually agreed. Invoices are due and payable within 45 days of receipt. B. Disputed Invoices: If the CITY contests an invoice, the CITY shall advise CONSULTANT of the specific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. C. Required Invoice Information: CONSULTANT’s invoices shall contain the following information: 1) The CITY’s Project number; 2) invoice number (sequential); 3) current costs incurred; 4) cumulative costs to date; 5) work order amount; 6) work order amount remaining; 7) signature request on each invoice attesting to services and costs as new and no previous payment received. ARTICLE 4: CONSULTANT’S RESPONSIBILITIES 4.1 CONSULTANT shall be responsible for project management and for using its best efforts to keep the project on schedule and within budget. 4.2 CONSULTANT shall complete, to the CITY’s satisfaction, the “Writing to Get Things Done” course. 4.3 CONSULTANT shall communicate clearly and regularly with the CITY regarding the project timeline, work completion, and deadlines for review submittals and information requests. 4.4 CONSULTANT is responsible for building in ample time within its schedule to allow for the CITY’s reviews and responses. ARTICLE 5: THE CITY’S RESPONSIBILITIES 5.1 The CITY shall designate a person to act as the CITY’s representative with respect to services to be rendered under this AGREEMENT. Unless otherwise designated in writing, the CITY’s representative shall be the City Engineer. Such persons shall have authority to transmit instructions, receive instructions, receive information, interpret and define the CITY’s policies with respect to CONSULTANT’s services, and render decisions relative to a specific project. 5.2 Provide Access: The CITY shall provide access to, and make provisions for CONSULTANT to enter upon public or private property as required to perform their work. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement 5.3 Provide supporting documentation and Services: The CITY shall provide all necessary information regarding its requirements as necessary for orderly progress of the work, including records, data, instructions, and requirements for completeness. The CITY shall also provide services in regards to accounting, fiscal and bond counseling services, insurance, and legal services as may be required for the project. 5.4 The CITY shall be responsible for, and CONSULTANT may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by the CITY to CONSULTANT pursuant to this AGREEMENT. CONSULTANT may use such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this AGREEMENT. 5.5 Provide prompt Notice and Review: The CITY shall promptly review and examine all correspondence, reports, sketches, drawings, specifications and other documents and communications prepared and presented by CONSULTANT and render decisions pertaining thereto within a reasonable time so as not to delay the services of CONSULTANT. CONSULTANT is solely responsible for any delays, however, if it does not allow for ample time for the CITY’s review and decision. The CITY shall also give prompt notice to CONSULTANT whenever the CITY observes or otherwise becomes aware of any development that affects the scope or timing of CONSULTANT’s services or any defect in the work. 5.6 The CITY shall act as liaison with other agencies or involved parties to carry out necessary coordination and negotiations; obtain permits; approvals and consents from others as may be necessary for completion of the project, unless the CITY directs CONSULTANT in the applicable Work Order to obtain such permits, approvals and consents. ARTICLE 6: GENERAL CONSIDERATIONS 6.1 Standards and Parameters of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by CONSULTANT under this AGREEMENT will be the care and skill ordinarily used by members of the subject profession practicing under like circumstances. CONSULTANT shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by CONSULTANT's breach of this standard of care. CONSULTANT shall put forth reasonable efforts to complete its duties in a timely manner. CONSULTANT shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this AGREEMENT. CONSULTANT shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. B. Technical Accuracy: CONSULTANT shall be responsible for the technical accuracy of its services and documents resulting there from, and the CITY shall not be responsible for discovering deficiencies therein. CONSULTANT shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in the information furnished by the City. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement C. Consultants: CONSULTANT, with written approval by the CITY, may employ such sub- consultants as CONSULTANT deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by the CITY. D. Compliance with Laws and Regulations, and Policies and Procedures: CONSULTANT and the CITY shall comply with applicable Laws and Regulations and the CITY mandated standards. E. CONSULTANT shall not at any time supervise, direct, control, or have authority over any contractor work. CONSULTANT shall not have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a contractor to comply with Laws and Regulations applicable to such contractor’s furnishing and performing its work. F. CONSULTANT neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor’s failure to furnish and perform the Work in accordance with the Contract Documents, or for the acts or omissions of any Contractor, Subcontractor, or Supplier. 6.2 Independent Contractor: CONSULTANT is an independent contractor. The manner in which the services are performed shall be controlled by CONSULTANT; however, the nature of the services and the results to be achieved shall be specified by the CITY. All services provided by CONSULTANT pursuant to this AGREEMENT shall be provided by CONSULTANT as an independent contractor and not as an employee of the CITY for any purpose, including but not limited to: income tax withholding, workers’ compensation, unemployment compensation, FICA taxes, and eligibility for employee benefits. 6.3 Insurance A. CONSULTANT shall procure, and maintain and keep in force at all times during the term of the AGREEMENT, the following minimal insurance protection in the limits specified: 1. A commercial general liability insurance policy protecting CONSULTANT from claims for damages for bodily injury, including death, and from claims for property damage, which may arise from operations under this Agreement. The limits shall be $1,500,000 per occurrence; and, $2,000,000 annual aggregate. To meet the commercial general liability requirements, the CONSULTANT may use a combination of excess and umbrella coverage. Such policy shall also include contractual liability coverage. 2. An automobile liability insurance policy, if applicable, protecting the CONSULTANT from claims for damages for bodily injury, including death, and from claims for property damage resulting from the ownership, operation, maintenance or use of all autos which may arise from operations under this Agreement. The limits shall be $1,500,000 per occurrence combined single limit for bodily injury and property damage. The following coverages shall be included: Owned, Non-owned and Hired Automobiles. 3. A Professional (Errors and Omissions) Liability Insurance policy covering personnel of the CONSULTANT that provides coverage for all claims that the CONSULTANT may become legally obligated to pay resulting from any actual or alleged negligent act, error, CITY OF RICHFIELD – Client-Consultant Professional Services Agreement or omission related to CONSULTANT’s services under this Agreement. The limits shall be $2,000,000 per claim and $2,000,000 annual aggregate. 4. Workers Compensation Insurance for all its employees in accordance with the statutory requirements of the State of Minnesota. Employer’s liability insurance with limits as follows: $500,000 – Bodily Injury by Disease per employee; $500,000 – Bodily Injury by Disease aggregate; and $500,000 – Bodily Injury by Accident. If the CONSULTANT is exempt from Worker’s Compensation Insurance, it must provide a written statement, signed by an authorized representative, indicating the qualifying exemption under state statute. B. Any policy obtained and maintained under this section shall provide that it shall not be cancelled, materially changed, or not renewed without thirty (30) days’ notice thereof to the CITY. C. For any specific Work Order, the CITY may request that CONSULTANT provide additional insurance coverage, increased limits, or revised deductibles. D. Certificates of insurance will be provided to the CITY upon execution of this AGREEMENT and thereafter upon request by the CITY. The CITY shall be listed as an additional insured on all certificates. 6.4 Opinions of Cost A. CONSULTANT’s opinions of probable project cost, construction cost, life cycle cost, alternative evaluations, and considerations for operations and maintenance costs are to be made on the basis of CONSULTANT’s experience and qualifications and represent CONSULTANT’s best judgment as an experienced and qualified professional generally familiar with the construction industry. It is recognized, however, that CONSULTANT has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors’ methods of determining prices, or over competitive bidding or market conditions. CONSULTANT, therefore, cannot and does not guarantee that proposals, bids, or actual costs will not substantially vary from opinions of probable costs prepared by CONSULTANT and submitted to the CITY. 6.5 Compliance Requirements: Data provided by CONSULTANT or created under this AGREEMENT shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. During the performance of this AGREEMENT, CONSULTANT shall be in compliance with applicable federal, state and city statutes, regulations, ordinances, and policies, including without limitation, Minnesota Statutes, Section 181.59. CONSULTANT shall not discriminate in employment practices on the basis of race, color, creed, religion, national origin, sex, sexual orientation, gender identity or expression, age, marital status, public assistance status, veteran status, disability, or other protected classes. 6.6 Use of Documents and Records Availability and Retention A. All Documents prepared and submitted by CONSULTANT are instruments of service, except for the CITY-furnished data, and are not represented to be suitable for any other purpose. CONSULTANT grants to the CITY an irrevocable license to use such Instruments of Service as deemed necessary by the CITY. CONSULTANT shall retain an ownership and property interest therein whether or not the Project or Service is completed. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement B. At the time of completion or termination of this AGREEMENT or for each Work Order, the CITY may make and retain copies of all deliverables, maps, reports, and correspondence, pertaining to the work or Project. Any re-use of the documents by CITY for any other purpose, other than the scope described in the Task Orders, shall be without liability to CONSULTANT. C. In the event electronic copies of documents are made available to the CITY, CONSULTANT makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents’ creator. D. The CONSULTANT shall maintain records that reflect all revenues, costs incurred, and services provided in the performance of the Agreement. Pursuant to Minnesota Statutes, Section 16C.05, Subdivision 5, CONSULTANT also agrees that the CITY, the State Auditor, or legislative authority, or any of their duly-authorized representatives, at any time during normal business hours and as often as they may deem reasonably necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., and accounting procedures and practices of CONSULTANT which are relevant to the contract. Additionally, CONSULTANT agrees to maintain these records and make them available for examination for a minimum period of six (6) years from the date of termination of this Agreement. 6.7 Design without Construction Phase Services: If CONSULTANT provides design services for a project but the CITY does not retain the services of CONSULTANT for construction phase engineering services, the CITY assumes responsibility for interpretation of the plans and specifications and for construction observation or review of the Contractor’s work. 6.8 Conflict of Interest: CONSULTANT shall use best efforts in the performance of its services and professional obligations to avoid conflicts of interest and appearances of impropriety in representation of the CITY. It is the intent of CONSULTANT to refrain from handling engineering matters for any other person or entity that may pose a conflict of interest, or may not be in the best interests of the CITY.O 6.9 Hazardous Substances: CONSULTANT’s scope of services does not include any services related to hazardous or toxic materials. If it becomes known that such materials may be present at or near a project that may affect the CONSULTANT’s services, the CONSULTANT shall immediately inform the CITY in writing and may suspend performance of its services, without liability. The CONSULTANT shall also assist the CITY to retain appropriate specialists or consultants to contract with the CITY, at the CITY’s expense, adequately identify and abate such materials so that CONSULTANT’s services may resume; provided that CONSULTANT shall have no responsibility for the acts and omissions of such specialists or consultants. 6.10 Construction Project Observation: If requested by the CITY, CONSULTANT shall visit and document a contractor’s work at appropriate intervals during a construction project to observe the progress and quality of the contractor’s work and advise, in general, if the work is proceeding in accordance with the contractor’s responsibilities under a construction project. CONSULTANT does not guarantee the performance of, and shall have no responsibility for, the acts or omissions of any contractor, subcontractor, supplier, or any other entity furnishing materials or performing any work on such a construction project. If the CITY desires more extensive observation or a full-time or on- site representative, the CITY shall request such services be provided by the CONSULTANT in a work order. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement 6.11 Termination/Default A. Either party may terminate this AGREEMENT upon thirty (30) days written notice. B. Either party has the right to terminate any Work Order upon ten (10) days written notice unless otherwise stated in the Work Oder. In addition, the CITY may at any time, reduce the scope of a Work Order. Such reduction in scope of a Work Order shall be set forth in a written notice from the CITY to CONSULTANT. C. In the event of a reduction in scope of a Work Order, CONSULTANT shall be paid for the work performed and expenses incurred on the Work Order thus reduced and for any completed and abandoned work for which payment has not been made. D. In the event of termination of an Work Order, copies of all documents prepared by CONSULTANT under the Work Order shall be made available by CONSULTANT to the CITY, pursuant to ARTICLE 6.6, and there shall be no further obligation of the CITY to CONSULTANT under the Work Order, except for payment of amounts due and owing for work performed and expenses incurred to the date and time of termination. E. In like manner, if the entire AGREEMENT is terminated pursuant to ARTICLE 6.11A, copies of all remaining documents on file with CONSULTANT shall also, upon request, be made available to the CITY pursuant to ARTICLE 6.6 upon receipt of payment of amounts due and owing CONSULTANT for any authorized work. F. If CONSULTANT fails to fulfill its obligations under this AGREEMENT in a professional and reasonably timely manner to provide the services described in Article 1 of this AGREEMENT or otherwise materially violates the terms of this AGREEMENT the CITY shall have the right to terminate this AGREEMENT if CONSULTANT has not cured the default or commenced a cure to the satisfaction of the City after receiving ten (10) days written notice of the performance issue or other item of default. G. Notwithstanding the above, CONSULTANT shall not be relieved of liability to the CITY for damages sustained by the CITY as a result of a material breach of this AGREEMENT by CONSULTANT. The CITY may, in such event, withhold payments due to CONSULTANT for the purpose of set-off until such time as the exact amount of damages due to the CITY is determined. The rights or remedies provided for herein shall not limit the CITY, in case of any default by CONSULTANT from asserting any other right or remedy allowed by law, equity, or by statute. 6.12 Controlling Law: This AGREEMENT is to be governed by the laws of the State of Minnesota. 6.13 Successors, Assigns, and Beneficiaries A. The CITY and CONSULTANT are hereby bound and the successors, executors, administrators, assigns, and legal representatives of the CITY and CONSULTANT are hereby bound to the other party to this AGREEMENT and to the successors, executors, administrators, assigns and legal representatives of such other party, in respect of all covenants, agreements, and obligations of this AGREEMENT. CITY OF RICHFIELD – Client-Consultant Professional Services Agreement B. CONSULTANT may not assign, sublet, or transfer any rights under or interest in this AGREEMENT, or any portion thereof, without the written consent of the CITY. Nothing contained in this paragraph shall prevent CONSULTANT from employing such independent professional associates and sub-consultants as CONSULTANT may deem appropriate to assist in the performance of services hereunder, pursuant to ARTICLE 6.1C. C. Nothing under this AGREEMENT shall be construed to give any rights or benefits in this AGREEMENT to anyone other than the CITY and CONSULTANT. 6.14 Dispute Resolution A. The CITY and CONSULTANT agree to negotiate all disputes between them in good faith for a period of thirty (30) days from the date of notice prior to invoking other provisions of this AGREEMENT, or exercising their rights under law, except for an item of default which is governed by ARTICLE 6.11 F-G. 6.15 Notices: Any notice required under this AGREEMENT will be in writing and given personally, by registered or certified mail postage prepaid, or by a commercial courier service, addressed as follows: To: THE CITY: Joe Powers, City Engineer City of Richfield 1901 E 66th Street Richfield, MN 55423-2560 Phone: (612) 861-9791 To: CONSULTANT: Ben Feldman, Project Manager KLM Engineering, Inc. 1976 Wooddale Drive, Ste 4 Woodbury, MN 55125 All notices shall be effective upon the date of receipt. 6.16 Liability and Indemnification: A. CONSULTANT agrees to defend, indemnify and hold the CITY harmless from any liability, claims, damages, costs, judgments, or expenses to the extent resulting directly from CONSULTANT’s negligent acts or omissions in the provision of the services provided to the CITY under this AGREEMENT. B. The CITY agrees to defend, indemnify and hold CONSULTANT harmless from any liability, claims, damages, costs, judgments, or expenses to the extent resulting directly from CITY’S negligent acts or omissions in the provision of the services provided to CONSULTANT described in ARTICLE 5 of this AGREEMENT. 6.17 Survivability, Severability, Waiver CITY OF RICHFIELD – Client-Consultant Professional Services Agreement A. Survivability: All express representations, waivers, indemnifications, and limitations of liability included in this AGREEMENT will survive its completion or termination for any reason. B. Severability: Any provision or part of the AGREEMENT held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon the CITY and CONSULTANT. C. Waiver: A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the date first above written. KLM Corporation, Inc. CITY OF RICHFIELD, MINNESOTA By __________________________________ By ___________________________________ Name: Mary Supple, Mayor Title: By Katie Rodriguez, City Manager AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #2.E. STAFF REPORT NO. 106 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:Julie Urban, Asst. Community Development Director DEPARTMENT DIRECTOR REVIEW:Melissa Poehlman, Community Development Director 8/6/2024 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/7/2024 ITEM FOR COUNCIL CONSIDERATION: Consider the adoption of a resolution identifying the need for a Livable Communities Demonstration Account Development grant and authorizing an application for grant funds on behalf of the Aster Commons Development located at 6613-25 Portland Avenue. EXECUTIVE SUMMARY: Beacon Interfaith Housing Collaborative (Beacon) is seeking to develop the Housing and Redevelopment Authority (HRA)-owned property located at 6613-25 Portland Avenue with 38 units of affordable, supportive housing. Beacon is seeking a Livable Communities Demonstration Account (LCDA) Development grant from the Metropolitan Council in the amount of one million dollars to help finance the Aster Commons Development (Development). LCDA grants help communities achieve development goals that create more housing choice, support living wage job creation, and connect jobs, housing, and regional amenities to create a more equitable region. The Development received a $1 million Livable Communities Act Transit Oriented Development Grant in 2023. The Development is eligible to apply for additional funding through an LCDA Development grant. The application was due on August 12, 2024, and a resolution of support from the City Council is required before the end of August. The City is the applicant and will be the recipient of the grant on behalf of the Development. RECOMMENDED ACTION: By motion: Adopt a resolution identifying the need for Livable Communities Demonstration Account funding and authorizing an application for grant funds on behalf of the Aster Commons Development, 6613-25 Portland Avenue. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT Beacon presented its development concept for the property to the City Council, HRA, and Planning Commission on March 8, 2022. On March 23, 2022, the Council approved a resolution in support of the concept of developing of affordable, supportive housing on the site. On June 20, 2023, the HRA approved a Contract for Private Redevelopment with Beacon for the Development. The Development was awarded $1 million in Livable Communities Act Transit Oriented Development funds in 2023. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS The Development furthers Strategic Plan objectives to maintain Richfield as an affordable place to live by providing 38 units of affordable housing, 75% of which would be deeply affordable at 30% of the Area Median Income. The Development seeks to serve neuro-diverse young adults, including those leaving homelessness and many of whom will be Black, Indigenous and People of Color (BIPOC). The Development is also developing a partnership with the Red Lake nation to specifically serve Native neuro-diverse young adults with culturally-centered supportive services. Six units will be set aside for people with disabilities. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): The Metropolitan Council requires the City to be the applicant and to submit a resolution in support of the grant application. It is the City's policy to seek grant funding when available and as appropriate. D.CRITICAL TIMING ISSUES: The grant application was due August 12, 2024, and a resolution of support needs to be submitted prior to the end of August. Grants will be awarded in December. Funds must be expended within three years of the grant award. E.FINANCIAL IMPACT: Funding would be provided by the Metropolitan Council. Community Development has the staff capacity to administer the grant, if awarded funds. The Development continues to apply to Minnesota Housing for federal Low Income Housing Tax Credits (LIHTC) and state deferred loan funds, which are the primary financing sources for affordable housing. However, because neuro-diverse youth are not a high priority in the Qualified Allocation Plan, which determines funding priorities, Beacon is seeking alternative funding sources in order to lower the need for LIHTC funds. F.LEGAL CONSIDERATION: The City will be required to enter into a grant agreement with the Metropolitan Council, if funding is awarded. The City Attorney will review the grant agreement prior to execution. ALTERNATIVE RECOMMENDATION(S): Decide to withdraw the grant application for the Aster Commons Development project. PRINCIPAL PARTIES EXPECTED AT MEETING: NA ATTACHMENTS: Description Type Resolution Resolution Letter RESOLUTION NO. RESOLUTION IDENTIFYING THE NEED FOR LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT DEVELOPMENT FUNDING AND AUTHORIZING APPLICATION FOR GRANT FUNDS WHEREAS, the City of Richfield is a participant in the Livable Communities Act’s Local Housing Incentives Account Program for 2024 as determined by the Metropolitan Council, and is therefore eligible to apply for Livable Communities Demonstration Account (LCDA) Development grant funds; and WHEREAS, the City has identified a proposed project within the City that meets the LCDA purposes and criteria and is consistent with and promotes the purposes of the Metropolitan Livable Communities Act and the policies of the Metropolitan Council’s adopted metropolitan development guide; and WHEREAS, the City has the institutional, managerial and financial capability to ensure adequate project administration; and WHEREAS, the City certifies that it will comply with all applicable laws and regulations as stated in the grant agreement; and WHEREAS, the City agrees to act as legal sponsor for the project contained in the grant application submitted by August 12, 2024; and WHEREAS, the City acknowledges LCDA grants are intended to fund projects or project components that can serve as models, examples or prototypes for development or redevelopment projects elsewhere in the region, and therefore represents that the proposed project can be replicated in other metropolitan-area communities; and WHEREAS, only a limited amount of grant funding is available through the Metropolitan Council’s LCDA grants during each funding cycle and the Metropolitan Council has determined it is appropriate to allocate those scarce grant funds only to eligible projects that would not occur without the availability of LCDA grant funding. NOW, THEREFORE, BE IT RESOLVED 1. It is in the best interests of the City’s development goals and priorities for the proposed project to occur at this particular site and at this particular time. 2. The project components for which LCDA grant funding is sought will not occur solely through private or other public investment within the reasonably foreseeable future and will occur within three years after a grant award only if LCDA funding is made available for this project at this time. 3. The City has undertaken reasonable and good faith efforts to procure funding for the project components for which LCDA grant funding is sought but was not able to find or secure from other sources, funding that is necessary for project component completion within three years and states that this representation is based on the following reasons and supporting facts: the project requires significant funding to cover the costs of redeveloping an existing small site, providing 100% affordability at 30% and 50% of the Area Median Income (AMI), providing supportive services, and increased construction costs. Project Name Amount Requested Aster Commons (6613-25 Portland Ave S) $1,000,000 4. Staff is authorized to submit on behalf of the City an application for Metropolitan Council LCDA Development grant funds for the project components identified in the application, and to execute such agreements as may be necessary to implement the project on behalf of the City. Adopted by the City Council of the City of Richfield, Minnesota this 14th day of August, 2024. Mary B. Supple, Mayor ATTEST: Michelle Friedrich, City Clerk AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #2.F. STAFF REPORT NO. 107 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:Karl Huemiller, Recreation Services Director DEPARTMENT DIRECTOR REVIEW:Karl Huemiller, Recreation Services Director 8/6/2024 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/7/2024 ITEM FOR COUNCIL CONSIDERATION: Consider approval of an agreement between the City of Richfield and the Science Museum of Minnesota for professional services in the planning and design of interpretive exhibits for the new Wood Lake Nature Center Building. EXECUTIVE SUMMARY: The proposed Wood Lake Nature Center Building Project will include interactive educational displays throughout the building to engage and inform visitors about the natural environment at Wood Lake Nature Center. Requests for proposal were sent to five local companies who design and build such displays. Two proposals were received. The winning proposal was jointly submitted by Blue Rhino Studios, located in Eagan, and the Science Museum of Minnesota, located in St. Paul. Blue Rhino Studios and the Science Museum of Minnesota are both internationally recognized Minnesota- based firms that bring a unique, creative approach to interpretive display design. With years of experience creating engaging interactive interpretive displays around the world their proposal had an emphasis on high quality interactive exhibits that encouraged curiosity and could be experienced differently on successive visits to the Nature Center. With the Science Museum of Minnesota as the lead partner for this project, the contract will be between the City of Richfield and the Science Museum of Minnesota. RECOMMENDED ACTION: By Motion: Authorize the Mayor and City Manager to finalize and execute a contract in the amount $315,000 between the City of Richfield and the Science Museum of Minnesota to perform professional services in the planning and design of interpretive exhibits for the new Wood Lake Nature Center Building. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT During the initial engagement process for the Wood Lake Nature Center building project, a survey was conducted with 949 responses. The survey was conducted to better understand what users valued most about the Wood Lake Nature Center Experience. On question 9 of the survey, 49% of respondents identified the quality of exhibits or educational programs as the most important part of their experience. This was the highest of any aspect of the identified. When asked what aspects of the project were most important to invest in, 31% identified improving the exhibits. This was fifth after nature and conservation, educational programs, building efficiency/sustainability, and improving the landscape around the building. As part of the research for the design of the new Wood Lake Nature Center Building, Staff toured multiple nature centers in the region including Eastman, Hormel, Oxbow, Spring Brook, Westwood Hills, and Quarry Hill Nature Centers. While touring the sites, staff explored the exhibits to understand which exhibits received the most engagement, provided ease of maintenance and a positive educational experience. Following these visits, staff developed an RFP focusing on a firm’s ability to develop engaging open-ended interactive exhibits that inspire play, curiosity and observation while integrating into the building and visitor experience. With the high number of repeat visitors to Wood Lake Nature Center, staff have placed a high importance on open-ended exhibits that are experienced differently on successive visits. Blue Rhino Studios and the Science Museum of Minnesota, both located in Minnesota, are world renowned for developing innovative interactive interpretive exhibits. They have both installed hundreds of exhibits at sites large and small across the globe. Some notable installations located in Minnesota are the “Our Backyard” exhibit at the Science Museum of Minnesota and the exhibits at Quarry Hill Nature Center in Rochester. The included agreement provides all design, development and prototyping needed for the displays at the new Wood Lake Nature Center building. Fabrication of the displays will be bid out separately once the designs have been completed. Timeline Project Kickoff: August 2024 Concept Development and Design: August – December 2024 Preliminary Development and Design: December 2024 – March 2025 Detailed Development and Design / Prototyping: April 2025 – November 2025 B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Equity: The public engagement process during the design phase of the project has a focus on connecting with disadvantaged communities that are currently underrepresented in the users of Wood Lake Nature Center. Design also includes the goals of including feedback from a variety of community stakeholders, including the disability community, the Latine community, low-income residents, residents who live close to Wood Lake, visitors to Richfield, students who visit, and many more groups. Overall, the new building and exhibits will provide increased accessibility to more groups and current ADA guidelines will be met which currently are not. Experience with accessible design was an important factor in the selection of Blue Rhino Studios and the Science Museum of Minnesota's joint proposal. Strategic Plan: This project best aligns with the strategic plan priority of Sustainable Infrastructure addressing all sub-initiatives of asset management, comprehensive funding, and sustainability efforts. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Staff followed RFP Process, receiving two proposals before making a selection. D.CRITICAL TIMING ISSUES: The Wood Lake Nature Center Building Project has several key components in motion and is scheduled to begin in 2025. Approval of this contract would ensure that the work commences and is completed in a timely fashion and with consideration to the project timeline as a whole. E.FINANCIAL IMPACT: $700,000 has been budgeted for the Wood Lake Nature Center Building interpretive displays. Fee Schedule Content Development and Design - $70,000 Preliminary Development and Design - $70,000 Detailed Design and prototyping - $175,000 Planning and Design Total : $315,000 Fabrication - $385,000 F.LEGAL CONSIDERATION: ALTERNATIVE RECOMMENDATION(S): Do not award the contract to Blue Rhino and the Science Museum of Minnesota and possibly delay the design and installation of educational displays inside the new Wood Lake Nature Center building. PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type Wood Lake Nature Center Exhibit Design Contract Contract/Agreement Contract for Exhibit Services This Agreement is made and entered into, effective on ___________, by and between the City of Richfield, a Minnesota municipal corporation, located at 6700 Portland Avenue, Richfield, MN 55423 (CLIENT), and The Science Museum of Minnesota, a Minnesota nonprofit corporation (SMM), located at __________________________________________. CLIENT and SMM agree as follows: 1. Engagement and Acceptance. CLIENT hereby engages SMM to perform services for CLIENT relating to an Exhibit at the Wood Lake Nature Center as set forth herein and in Attachment A (“Exhibit Services”). SMM hereby accepts such engagement and agrees to perform the Exhibit Services under the terms and conditions hereinafter set forth. 2. Exhibit Services by SMM. This Agreement includes all design and development phases and does not include fabrication and installation. Should the CLIENT wish to include fabrication and installation services to the scope at a later date, the Parties will enter into a separate addendum to this Agreement to cover such additional Services. SMM shall furnish the Exhibit Services under this Agreement as indicated and set forth in Attachments A (Scope of Services), B (Project Schedule), and C (Payment Schedule). SMM shall perform the Exhibit Services in a safe, skillful, and workmanlike manner. In performing the Exhibit Services, SMM shall be responsible for complying with all applicable local, state, and federal laws and regulations including, but not limited to, laws regarding toxic substances, workers' safety and labor practices relating to its business. 3. Reviews and Approvals by CLIENT. CLIENT shall review and approve the initial design specifications, final design and construction drawings at the stages outlined in Attachment B. 4. Changes in the Exhibit Services. Should CLIENT wish to make changes or modifications to the Exhibit Services after SMM has received approval from CLIENT, such changes may result in an equitable adjustment to the price, Project Schedule, or both. If an adjustment is required because of a change or modification requested by CLIENT, SMM shall provide CLIENT with a written estimate of any required adjustments. The parties shall agree in writing signed by both parties to any changes or modifications prior to SMM commencing work on such changes or modifications. 5. Payments to SMM and Completion. 5.1. CLIENT hereby agrees to pay SMM for the Exhibit Services a total CONTRACT AMOUNT of $315,000.00 (three hundred and fifteen thousand dollars and 00/100 U.S. Dollars) (inclusive of shipping costs if applicable). 5.2. Payments by CLIENT to SMM for Exhibit Services shall be due as set forth in Attachment C. Subject to CLIENT’s right to withhold payment in accordance with this paragraph, all invoices (other than Payment #1, which shall be due upon execution of this Agreement ) received by CLIENT on or before the last day of the month will be paid by the last calendar day of the following month. 5.3. In the event SMM material breaches, or fails to perform, a substantial part of its obligations under this Agreement, then CLIENT, upon written notice to SMM identifying the alleged breach or failure to perform, may withhold from payment a reasonable amount needed to cure WOOD LAKE NATURE CENTER / SMM Agreement Page 2 of 16 the breach or failure to perform. Upon receipt of written notice from CLIENT of the withholding of payment, SMM shall cure the breach or failure to perform, and upon satisfactory cure of breach or performance, CLIENT shall pay the withheld funds to SMM. 5.4. If CLIENT fails to make any payment to SMM within seven (7) days of its due date, SMM may stop providing Exhibit Services until payment of the amount owing is received, except as provided in Section 5.3. In addition, the Project Schedule shall be extended appropriately, and CLIENT shall be responsible for any additional costs incurred by reason of the delay caused by the failure to make payment. 5.5. Final payment in full to SMM for Exhibit Services, including any retainage previously withheld, shall be made within thirty (30) days from delivery of the Exhibit to CLIENT’s facility. 5.6. SMM shall submit invoices to: Name: Richfield Community Center Street Address: 7000 Nicollet Ave City, State, Zip: Richfield, MN 55423 Attn: Karl Huemiller 5.7. Payments due to SMM which are not made when due as provided in Section 5.2 shall bear interest at an annual interest rate of 3%, except that, if CLIENT reasonably disputes any part of an invoice, that portion of payment which CLIENT reasonably disputes shall not bear interest until the dispute is resolved. 6. Project Schedule and Delays. 6.1. SMM and CLIENT shall work together to achieve the Project Schedule and meet the milestones set forth in Attachment B. 6.2. SMM shall not be responsible for delays due to strikes, lockouts, fire, explosions, theft, floods, riot, civil commotion, war, malicious mischief, act of God or any other cause beyond SMM’s reasonable control and there will be an equitable adjustment to the Project Schedule for any such delays. SMM shall also be entitled to an equitable adjustment to the Project Schedule for any delay that is caused by CLIENT. 7. CLIENT Representative. 7.1. CLIENT shall provide one representative who will serve as the ultimate authority for all decisions, reviews and approvals by CLIENT related to services under this Agreement. It shall be the responsibility of CLIENT Representative to acquire any required approvals from CLIENT and CLIENT internal staff and administration as well as any inspections and reviews by state and local government entities in a timely fashion and prior to giving final approval to SMM. SMM shall be entitled to rely upon the approvals and instructions of CLIENT’s Representative. Notwithstanding the foregoing, the authority of CLIENT’S Representative is subject to authority of CLIENT’S governing body or CLIENT'S City Manager, where required by law or City Charter. 7.2. CLIENT hereby designates as its representative for all decisions, reviews, and approvals under this Agreement: WOOD LAKE NATURE CENTER / SMM Agreement Page 3 of 16 Name: Karl Huemiller Title: Recreation Services Director Company Name: Wood Lake Nature Center Street Address: 6710 Lake Shore Dr. City, State, Zip: Richfield, MN 55423 Phone: (612) 861-9387 Email: khuemiller@richfieldmn.gov 8. SMM Representative. 8.1. SMM shall provide an SMM Representative who will serve as the ultimate authority for all decisions, reviews and approvals related to SMM work under this Agreement. It shall be the responsibility of the SMM Representative to acquire any required approvals from SMM and the SMM internal staff and administration prior to giving final approval to CLIENT. CLIENT shall be entitled to rely upon the approvals and instructions of the SMM’s Representative. 8.2. SMM hereby designates as its SMM Representative for all decisions, reviews, and approvals under this Agreement: Name: Mitchell Boerner Title: Exhibit Services Manager Company Name: Science Museum of Minnesota Street Address: 120 West Kellogg Boulevard City, State, Zip: St. Paul, MN 55102 Phone: 303-437-6070 Email: mboerner@smm.org 9. Termination of Agreement. 9.1. This Agreement may be terminated by either party upon written notice should the other party materially breach or fail to substantially perform their obligations through no fault of the party initiating the termination. Such termination for cause shall become effective 15 days from the date such notice is actually received by the non-initiating party; provided that the termination shall not become effective if such non-performance is cured within such 15-day period, or if the non-performance or breach cannot be cured with 15 days, the breaching party has undertaken all reasonable steps to cure the non-performance or breach and can provide reasonable assurances the non-performance or breach will be cured within a reasonable time. 9.2. In the event CLIENT notifies SMM of its intent to terminate this Agreement for material breach or failure to substantially perform, and SMM fails to cure the material breach or failure to perform as provided in Section 9.1, then SMM shall cease all work, cancel any pending material orders, and terminate all subcontracts in effect pursuant to this Agreement. CLIENT shall compensate SMM for the reasonable value of all Exhibit Services actually and acceptably performed through to the date of termination as full and complete payment of all amounts owed to SMM under this Agreement by CLIENT; provided that CLIENT shall be entitled to withhold amounts to offset a reasonable amount for its out of pocket costs incurred as a direct result of such material breach or failure to perform but not to exceed the remaining amount owed to SMM under this Agreement. Upon termination and payment by CLIENT of all amounts due, SMM shall promptly deliver to CLIENT, all reports, records, materials, supplies and other work product relating to this Agreement, including all documents and deliverables whether completed or still in process. WOOD LAKE NATURE CENTER / SMM Agreement Page 4 of 16 9.3. If prior to termination, SMM has received from CLIENT compensation in excess of the contract amount owed to SMM for Exhibit Services performed prior to termination, including reasonable overhead and profit, SMM shall return to CLIENT that portion of the compensation received from CLIENT which exceeds the amount actually owed to SMM for the work performed prior to termination. 9.4. CLIENT may terminate this Agreement at any time without cause, upon 15 days written notice of termination to SMM, but shall pay to SMM all amounts owed under this Agreement. 10. Intellectual Property All documents, materials, exhibits and/or exhibit components, including, but not limited to, writings, drawings, specifications, blueprints, pictures, models, recordings, computer or machine readable data and all copies or reproductions thereof (the “Exhibit”), and all copyrights, rights of reproduction and other intellectual property rights in the Exhibit (the “Intellectual Property”), created by SMM either solely or jointly with others pursuant to this Agreement, shall be the property of CLIENT, and ownership of the Exhibit and Intellectual Property shall transfer to CLIENT upon delivery of the Exhibit to CLIENT’s facility, subject to a lien in favor of SMM for any remaining amounts owed to SMM under this Agreement. CLIENT grants to SMM a perpetual, non-exclusive, royalty-free license to: (a) reproduce and publicly display a copy or reproduction of the Exhibit; (b) create derivative works of the Exhibit; (c) to grant sub-licenses to others to publicly display a copy, reproduction or derivative work of the Exhibit; and (d) use images from the exhibit development and design process and images of the final Exhibit in SMM’s project portfolio and as examples of SMM’s work. Notwithstanding the foregoing, where writings, documents, exhibits, exhibit components, drawings, specifications, blueprints, pictures, models, recordings, computer or machine readable data and/or designs (hereinafter “Preexisting Materials”) are acquired from other sources for use in the Exhibit, SMM shall acquire any required permission or license from the owner of the Preexisting Materials on behalf of CLIENT, or, in the case of Preexisting Materials belonging to the SMM, SMM grants to CLIENT a perpetual, non-exclusive, royalty-free, world-wide license to display or use said Preexisting Materials for the purpose of displaying the Exhibit. Client shall have no other interest in the Preexisting Materials beyond the non-exclusive license provided herein. CLIENT acknowledges and agrees that SMM retains all rights to methodology and know-how in creating the Exhibit, and may use such methodology, know-how and the Preexisting Materials in work for other clients of SMM. 11. Warranty (if applicable). 11.1. SMM warrants all parts and workmanship in connection with the Exhibit Services against defect caused by faulty parts or workmanship for one year after acceptance and agrees to promptly replace, remedy, alter, modify or install, defective parts and/or repair defects of workmanship, as necessary to give effect to said warranty (or to cause the appropriate manufacturer to do so). SMM further reserves the right, in its sole discretion, to determine the most appropriate method to repair or replace such faulty parts or workmanship under this subsection. CLIENT agrees to promptly notify SMM in writing or via email of any concerns about defects and to provide necessary troubleshooting information and onsite assistance for SMM to adequately diagnose the most appropriate response. The warranty contained herein shall not apply in connection with problems which occur subsequent to the date of acceptance of the Exhibit Services and which are not caused by or are the fault of SMM, including but not limited to CLIENT’s or host institution’s failure to properly monitor and supervise members of the public viewing and using the Exhibit, or unreasonable use or abuse of the Exhibit by anyone. Those portions of the Exhibit that are designed for interaction with the public shall be included in this warranty to withstand normal appropriate use by the public. 11.2. To the extent that the Exhibit Services may include any sale or delivery of goods to CLIENT, SMM warrants that all goods sold are free of any security interest or other lien and will, in WOOD LAKE NATURE CENTER / SMM Agreement Page 5 of 16 addition, make available to CLIENT all transferable warranties made to SMM by the manufacturers of the goods. Other than as stated in this Section 11, SMM MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES AND SPECIFICALLY MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE. 12. Indemnifications. 12.1. SMM agrees to indemnify, defend, save and hold harmless CLIENT, its officers, agents, and employees from and against claims, damages, expenses and losses arising out of or resulting from SMM’s responsibilities under this Agreement, provided that such claim, damage, expense or loss is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than any tangible property delivered under this Agreement), but only to the extent caused by the negligent acts or omissions of SMM or a subcontractor of SMM, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, and not to the extent that such claim, damage, expense or loss is caused in part by CLIENT, subcontractor of CLIENT, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. SMM or its insurer shall engage counsel reasonably acceptable to CLIENT to defend any such claim or action against CLIENT and SMM agrees to indemnify CLIENT for all costs and expenses (including legal fees) in connection therewith. SMM or its insurer shall have the right to settle any monetary claims but must obtain CLIENT’s written approval prior to entering into any settlement that includes injunctive or similar relief. The indemnity under this section applies to accidents or occurrences that occur during the service period and during the period of anticipated use of the Exhibit (if applicable) which is anticipated to start on July 1, 2024. 12.2. CLIENT agrees to indemnify, defend, save and hold harmless SMM, its officers, agents, and employees from and against claims, damages, expenses and losses arising out of or resulting from CLIENT’S performance under this Agreement, provided that such claim, damage, expense or loss is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than any tangible property delivered under this Agreement), but only to the extent caused by the negligent acts or omissions of CLIENT or a subcontractor of CLIENT, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, and not to the extent that such claim, damage, expense or loss is caused in part by SMM, subcontractor of SMM, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. CLIENT or its insurer shall engage counsel reasonably acceptable to SMM to defend any such claim or action against SMM and CLIENT agrees to indemnify SMM for all costs and expenses (including legal fees) in connection therewith. CLIENT shall have the right to settle any monetary claims, but must obtain SMM's written approval prior to entering into any settlement that includes injunctive or similar relief. The obligation of CLIENT under this Section shall not extend to the liability of SMM, its agents or employees, arising out of materials originally provided by SMM, but shall extend to any materials originally provided by SMM but modified by CLIENT. The indemnity under this section applies to accidents or occurrences that occur during any use of the Exhibit (if such work is a part of Services), regardless of whether such use by CLIENT was anticipated at the time of entering into this Agreement. Nothing herein shall be deemed a waiver by CLIENT of the limitations on liability set forth in Minnesota Statutes Chapter 466. 13. Liens. SMM shall make certain that no liens arising out of the Exhibit Services performed under this Agreement other than its own attach to the Exhibit and shall take all actions necessary to discharge any liens that are attached thereto. If SMM fails to remove a lien by a third-party that arises out of the Exhibit Services performed by SMM under this Agreement within a reasonable time after Client gives WOOD LAKE NATURE CENTER / SMM Agreement Page 6 of 16 written notice to SMM, CLIENT shall have the right to take all actions necessary to discharge any liens that attach to the Exhibit, and SMM shall indemnify CLIENT for all costs and expenses in connection with the discharge thereof. 14. Royalties, Patents And Copyrights. SMM shall pay all royalties and license fees, if any, owed based on the Exhibit Services provided by SMM, and for the period of anticipated use of the Exhibit under this Agreement. SMM shall defend suits or claims for infringement of copyrights and patent rights and shall hold the CLIENT harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the CLIENT, or where the copyright violations are contained in any plans, drawings, specifications or other documents prepared by CLIENT. 15. Mutual Waiver Of Claims For Consequential Damages. 15.1. SMM and CLIENT waive claims against each other for consequential damages arising out of or relating to this Agreement. This mutual waiver includes: 15.1.1. a) damages incurred by the CLIENT for rental expenses, for losses of use, income, profit, financing, business interruption, business reputation, and for loss of management or employee productivity or of the services of such persons; and 15.1.2. b) damages incurred by SMM for principal office expenses including the compensation of personnel stationed there, for losses of financing, business interruption, business reputation, and for loss of profit except anticipated profit arising directly from the Exhibit Services performed under this Agreement. 15.2. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement, except as provided in Section 9 above. 16.Loss Of Use And Business Interruption Insurance By Client (if applicable). The CLIENT, at CLIENT’s option, may purchase and maintain such insurance as will insure the CLIENT against loss of use of the Exhibit, business interruption, and CLIENT’s other property due to fire or other hazards, however caused. The CLIENT waives all rights of action against SMM for loss of use of the Exhibit, business interruption, and damage to CLIENT’s other property, including consequential losses due to fire or other hazards however caused. 17.Property Insurance On Exhibit, Transfer Of Title And Risk Of Loss (if applicable). SMM agrees to insure the Exhibit at SMM’s expense prior to delivery of the Exhibit to the CLIENT’s facility, including during shipment of the Exhibit to the CLIENT. Title and risk of loss or damage to the Exhibit shall pass to CLIENT upon delivery of the Exhibit to the CLIENT’s facility. Should loss or damage occur to the Exhibit after title and risk of loss has passed to CLIENT, CLIENT shall remain obligated to make full payment of any amount still owing to SMM as stated in Section 5 above. 18.Insurance. Insurance requirements are contained in Attachment D, incorporated herein. 19.Independent Contractor Status. SMM shall be an independent Contractor, and this Agreement is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association between CLIENT and SMM. The control and conduct of the Exhibit Services to be performed by SMM will lie solely with SMM, provided that such work shall be subject to approval by CLIENT as otherwise provided in this Agreement. SMM may provide services to others during the period of this Agreement. SMM shall have full authority to employ qualified and experienced workers or subcontractors in carrying out the terms of this Agreement and shall be responsible for and in full control of such workers. SMM’s employment of subcontractors shall not relieve or limit SMM’s obligations and duties to CLIENT. WOOD LAKE NATURE CENTER / SMM Agreement Page 7 of 16 20.Notices. Notices required or permitted hereunder shall be in writing and shall be sent to the address for SMM and CLIENT set forth in above and shall be deemed given on the earlier of: • physical delivery to a party; • upon delivery after mailing by prepaid certified mail, return receipt requested; or • three (3) business days following mailing if sent via first class mail. 21. Miscellaneous. 21.1. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement may be resolved by any legal remedies available to the parties. The parties agree to attempt informal resolution of any controversies, including but not limited to mediation, before resorting to other legal remedies. 21.2. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Minnesota. 21.3. Severability. If any provision of this Agreement is deemed to be illegal, invalid, or unenforceable for any reason, it shall not affect the legality, validity, or enforceability of any other provision hereof. 21.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together be deemed to constitute one and the same instrument. 21.5. Headings; References. Paragraph headings contained in this Agreement are included for convenience only and shall not affect the meaning of the provisions hereof. References to Paragraphs herein shall be to Paragraphs of this Agreement unless otherwise indicated. 21.6. Approval and Authority. The undersigned represent they have the authority and approval to enter into this Agreement on behalf of their respective institutions. 21.7. Entire Agreement. This Agreement constitutes the entire and integrated Agreement between the parties with respect to the subject matter thereof, and supersedes all prior negotiations, representations, and Agreements, whether written or oral. This Agreement shall not be assigned by either party without the prior written consent of the other. It is binding upon each party, its successors, assigns, and legal representatives. No provision hereof may be amended or waived except by written instrument signed by both parties. IN WITNESS WHEREOF, the parties have entered into this Agreement effective as of the day and year first written above, and the undersigned affirm that they have read this Agreement, that all terms of this Agreement are understood and agreed to, and that all terms and conditions will be met. For: Science Museum of Minnesota (SMM) 120 West Kellogg Boulevard St. Paul, MN 55102 By: ______________________________________________ Date ___________ Alison Brown SMM President & CEO WOOD LAKE NATURE CENTER / SMM Agreement Page 8 of 16 For: City of Richfield (CLIENT) By: _______________________________________________ Date ___________ Kate Rodriguez City Manager By: _______________________________________________ Date ___________ Mary Supple Mayor WOOD LAKE NATURE CENTER / SMM Agreement Page 9 of 16 Attachment A Scope of Services The Science Museum of Minnesota will provide planning, exhibit development, prototyping (as it relates to the design process), design, as defined by the terms of this Agreement and the scope of Exhibit Services contained in this Attachment A. 1. SMM’s Scope of Services shall be the provision of expertise to plan, develop and design new exhibits for CLIENT at Wood Lake Nature Center. CLIENT will have approximately 1,200 square feet of exhibit space. 2. General Scope: SMM shall complete exhibit planning, development, design prototyping, and detailed design of the above referenced exhibit. SMM and CLIENT will work together to establish themes, content and learning goals, define a strong conceptual and physical framework, decide on the best ways to present concepts, propose specific visitor experience possibilities, and complete preliminary and detailed designs. SMM and CLIENT shall work together to develop and design the exhibits within the constraints of the available time and budget. 3. Planning and Concept Development and Design: 3.1. Exhibit Development and Project Management: 3.1.1. Lead exhibit development and design working sessions with CLIENT staff and, through a series of workshops, regular phone and virtual conversations and face-to-face meetings, define the visitor experience possibilities and the conceptual organization of the exhibit. 3.1.2. Develop a preliminary list of components, with descriptions of each component, to be explored for inclusion in the exhibition. Describe newly conceived exhibits to be developed, and begin the research and development tasks for newly conceived exhibits. 3.1.4. Work with CLIENT to identify appropriate benchmarks for review of research, writing activity, prototyping, acquisition of photographs, objects and artifacts, etc. Develop and periodically update a plan of work and schedule and prepare budget allocations and estimates. 3.1.5. Monitor progress in the development and design of the exhibit and work with CLIENT to adjust the plan of work and/or the content and design of the exhibit accordingly. 3.1.6. Produce a concept design and development booklet (with pedagogical approach, themes, preliminary component list, design direction, sketches, budget and schedule for full project) to be used for future planning and for fundraising efforts. 4. Preliminary Development and Design: SMM will provide exhibit development, prototyping, and design services as follows: 4.1. Exhibit Development and Project Management: 4.1.1. Lead exhibit development and design working sessions with CLIENT staff and, through regular telephone conversations and face-to-face meetings, define the visitor experience possibilities and the physical form of the exhibit. 4.1.2. Refine preliminary list of components, with descriptions of each component, to be included in the exhibition. Prioritize the component list for the prototyping of interactive components. 4.1.3. Identify possible images, objects, and video footage as needed for use in the exhibit. 4.1.4. Work with CLIENT to identify appropriate benchmarks for review of research, writing activity, prototyping, acquisition of photographs, objects and artifacts, etc. Develop and periodically update a plan of work and schedule and prepare budget allocations and WOOD LAKE NATURE CENTER / SMM Agreement Page 10 of 16 estimates. 4.1.5. Monitor progress in the development and design of the exhibit and work with CLIENT to adjust the plan of work and/or the content and design of the exhibit accordingly. 4.2. Prototyping: Produce preliminary (or, “proof-of-concept”) prototypes of interactive components and visitor experience possibilities, as needed. 4.3. Exhibit Design: 4.2.1. Produce design drawings as needed to indicate scale, form, and operation of exhibits as a means of communicating the overall design of the exhibition space. 4.2.2. Produce drawings of exhibit areas and components to establish the design style and approach sufficiently to guide the detailed design of the galleries. 4.2.3. Produce digital models of each gallery showing the exhibit environment and individual components. 4.2.4. Work with CLIENT and its contractors to coordinate the integration of electrical, mechanical, plumbing, and fire safety systems with the exhibit designs (i.e., “shellwork”). 5. Design Development (Detailed Development and Design): SMM will provide exhibit development, prototyping, and design services as follows: 5.1. Exhibit Development and Project Management: 5.1.1. Lead exhibit development and design working sessions with CLIENT staff and, through regular telephone conversations and face-to-face meetings, further refine the physical form of the exhibit and the visitor experience. 5.1.2. Develop a final list of exhibit components. 5.1.3. Maintain a database to catalog images, copy, scripts, objects and artifacts, video and computer hardware and programs, etc. 5.1.4. Write copy for all exhibit graphic panels, labels, and potential media components. 5.1.5. Monitor progress in the development and design of the exhibit and work with CLIENT to adjust the plan of work and/or the content and design of the exhibit accordingly. 5.1.6 Develop and regularly update the exhibit and gallery cost breakdowns of the total fixed budget, so this can be used as a decision making tool. 5.2. Prototyping: As required, produce final prototypes engineered to test feasibility, effectiveness, safety, durability, and/or maintainability of interactive exhibits. 5.3. Exhibit Design: 5.3.1. Mock up and/or model specific exhibit components, exhibit cabinetry, and environmental components as required to communicate design details and resolve fabrication and visitor use issues. 5.3.2. Document the exhibit design by producing to-scale dimensioned plans and elevations of all components to be produced, drawings of typical details as required, drawings of unique details as required, specifications for materials and finishes, and specifications for equipment, hardware, and devices. 5.3.3. Produce detailed models of the gallery showing the exhibit environment and individual components. 5.3.4. Begin producing construction drawings, as required, for fabrication. WOOD LAKE NATURE CENTER / SMM Agreement Page 11 of 16 5.4. Graphic Design: Develop graphic design templates specifying color palettes, fonts, label and copy hierarchies, illustration styles, print media, substrates, and other design elements. 5.5. Video and Computer Component Design (if needed): 5.5.1. Produce media treatments for each video- and computer-based exhibit component describing the content, operation, and visitor experience of each component. 5.5.2. Specify computer and video equipment to be used in the exhibits and design casework, furniture, and other elements necessary for the presentation of media-based components in the galleries. WOOD LAKE NATURE CENTER / SMM Agreement Page 12 of 16 Attachment B Project Schedule Activity Anticipated Date Concept Development and Design July 2024 - November 2024 Preliminary Development and Design December 2024 - March 2025 Detailed Development and Design April 2025 - August 2025 Design Prototyping April 2025 - August 2025 WOOD LAKE NATURE CENTER / SMM Agreement Page 13 of 16 Attachment C Payment Schedule The Payment Schedule is based on the deliverables as outlined in the Project Schedule (Attachment B). Payment will be invoiced upon acceptance of each deliverable by CLIENT. The itemization accompanying each invoice will describe the Exhibit Services accomplished. The amounts below are inclusive of all expenses for the Servicers. Subject to approval of any adjustments approved pursuant to Sections 4 and 5, any variance from the Project Schedule will be accounted for by a corresponding adjustment to each invoice amount. Milestones/Deliverables Anticipated Date Amount Payment #1: Project Commences July 1, 2024 $75,000 Payment #2: Concept Development and Design Package Complete November 29, 2024 $50,000 Payment #3: Preliminary Development and Design Package Complete March 31, 2024 $50,000 Payment #4: Detailed Development and Design Progress Payment June 30, 2025 $70,000 Payment #5: Detailed Development and Design Package Complete August 29, 2025 $70,000 TOTAL $315,000 WOOD LAKE NATURE CENTER / SMM Agreement Page 14 of 16 Attachment D Insurance Requirements Some sections that reference the physical Exhibit are only applicable in the event the Parties enter into an addendum to include the fabrication phases of this project. SMM’s Insurance Requirement SMM, at its sole cost and expense and throughout the term of this Agreement, shall purchase and maintain the following insurance coverage: a. Workers’ Compensation & Employers Liability – This coverage shall be carried in accordance with the laws of the state(s) in which the work described herein is being performed, even if the laws of those states does not specifically require that coverage be carried, and coverage shall be with the following limits: i. Workers’ Compensation: Statutory ii. Employer’s Liability: 1. Each Accident $1,000,000 2. Occupational Disease per Employee $1,000,000 3. Occupational Disease Aggregate $1,000,000 b. Commercial General Liability – This policy shall be written on an Occurrence form, will be written on an Insurance Services Office (ISO) CG 00 01 12 07 or it equivalent, and must provide coverage for Bodily Injury, including death, Property Damage, Products/Completed Operations, Contractual Liability and Personal & Advertising Injury. This AGREEMENT must be recognized as an insured contract by this policy, including providing coverage for this AGREEMENT within the Personal & Advertising Injury coverage part. The following minimum limits shall be provided: i. General Aggregate Specific to this AGREEMENT $2,000,000 ii. Products/Completed Operations Aggregate Specific to this AGREEMENT $2,000,000 iii. Personal & Advertising Injury $1,000,000 iv. Each Occurrence $1,000,000 c. Commercial Umbrella/Excess Liability – Coverage provided by this policy must at least be as broad as coverage found in policy b. of this Section, and must name policies a. and b. as underlying policies to which it attaches. If the limits of the underlying policies are reduced or exhausted due to loss payments, this policy’s limits will apply in excess of the reduced limits, or if the underlying limits are exhausted, this policy’s limits will apply as underlying limits until its own limits are exhausted. The minimum limits for this policy are $5,000,000. d. General Insurance Provisions: i. Policies a., b., and c. shall waive any rights of recovery or subrogation against CLIENT; ii. Policies b. and c shall name CLIENT as an additional insured, and shall be primary and noncontributory; WOOD LAKE NATURE CENTER / SMM Agreement Page 15 of 16 iii. All policies will be written with an insurance company that has an AM Best Financial Strength Rating of A X Stable or better, and must be licensed to do business within the state(s) where performance of this AGREEMENT will occur; iv. Any of the limits required above may be met with any combination of primary and excess policies as long as coverage is consistently broad in all layers; v. Insurance coverage limits, terms and conditions stated herein are to be considered minimums and do not denote to SMM or its insurers any limitations of liability. SMM is expected to maintain the appropriate insurance limits and coverage that are commensurate with the risks associated with the completion of this Agreement; vi. SMM, prior to the commencement of this agreement and the commencement of any work, shall deliver to CLIENT a valid Certificate of Insurance and a copy of the policy showing that the insurance requirements denoted in this section are in place. Upon the expiration of any policy described above, SMM shall deliver to CLIENT an updated Certificate of Insurance that shows that the expired policy has been renewed; vii. All policies must be endorsed to provide 30 days notice to CLIENT prior to cancellation. Coverage material to this agreement cannot be modified without 30 days prior written notice to CLIENT. viii. SMM will require any subcontractors it engages to complete the scope of work described within to have and maintain insurance at least as broad and with at least the minimum limits as required of SMM by this AGREEMENT; ix. Failure to obtain or maintain any of the insurance requirements denoted within will be deemed a breach of this Agreement. CLIENT’s Insurance Requirement CLIENT, at its sole cost and expense and throughout the term of this Agreement, shall purchase and maintain the following insurance coverage: a. Workers’ Compensation & Employers Liability – This coverage shall be carried in accordance with the laws of the state(s) in which the work described herein is being performed, even if the laws of those states does not specifically require that coverage be carried, and coverage shall be with the following limits: i. Workers’ Compensation: Statutory ii. Employer’s Liability: 1. Each Accident $1,000,000 2. Occupational Disease per Employee $1,000,000 3. Occupational Disease Aggregate $1,000,000 b. Commercial General Liability – This policy shall be written on an Occurrence or claims made form, and shall be written on an Insurance Services Office (ISO) CG 00 01 12 07 or a manuscript policy that has substantially similar coverages, and must provide coverage for Bodily Injury, including death, Property Damage, Products/Completed Operations, Contractual Liability and Personal & Advertising Injury. This AGREEMENT must be recognized as an insured contract by this policy, including providing coverage for this AGREEMENT within the Personal & Advertising Injury coverage part. The following minimum limits shall be provided: i. Aggregate Specific to this AGREEMENT $2,000,000 WOOD LAKE NATURE CENTER / SMM Agreement Page 16 of 16 ii. Products/Completed Operations Aggregate Specific to this AGREEMENT $2,000,000 iii. Personal & Advertising Injury $1,000,000 iv. Each Occurrence $1,000,000 c. Property Insurance. CLIENT shall purchase and maintain its own property insurance that insures the Exhibit and CLIENT’s other property from loss or casualty. d. General Insurance Provisions: i. Insurance coverage limits, terms and conditions stated herein are to be considered minimums and do not denote to CLIENT or its insurers any limitations of liability. AGENDA SECTION:CONSENT CALENDAR AGENDA ITEM #2.G. STAFF REPORT NO. 108 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:Chad Donnelly, Assistant Utility Superintendent DEPARTMENT DIRECTOR REVIEW:Kristin Asher, Public Works Director 8/6/2024 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/7/2024 ITEM FOR COUNCIL CONSIDERATION: Consider the approval of a resolution for reimbursement of certain expenditures from the proceeds of utility bonds to be issued by the City for the Water System Interconnect Project. EXECUTIVE SUMMARY: The Public Works Department has been exploring the possibility of a water system interconnect with a neighboring City since 2009. At its most basic, this project will establish a physical connection with an alternate water supply system (Minneapolis) that can be leaned upon in the event Richfield's water supply system is unable to meet demand for any reason. A project of this type brings with it a greater level of resiliency and redundancy for the distribution of clean drinking water to the consumers and business owners within the City of Richfield. The present-day challenges of aging infrastructure, increasing costs for system maintenance and repair, and the need for certain redundancies, has created the need to think differently about how we maintain our critical services. Public works commissioned a study in 2022 to explore which neighboring City would be best suited for an interconnect and by which means. The results of the study revealed that an interconnect with the City of Minneapolis, through the installation of an 18-inch pipeline, is the best candidate. The interconnect will serve as both an emergency service, as well as a secondary source to allow for maintenance at the water treatment plant or within the distribution system if and when necessary. Approval of the proposed reimbursement resolution will enable City staff to incur costs related to the Water System Interconnect Project prior to sale of Utility bonds. RECOMMENDED ACTION: By Motion: Approve the resolution for reimbursement of certain expenditures from the proceeds of utility bonds to be issued by the City for the Water System Interconnect Project. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT 2009: Public Works commissioned a study to review water system interconnect alternatives and other source water redundancies. 2017: Public Works staff began conversations with the City of Edina staff for a concept level interconnect design along 69th St W. 2022: Conversations with City of Edina staff were unsuccessful and the project is abandoned. Public Works staff re-evaluate options for an alternate solution. 2022-2024: Public Works commissioned a study to evaluate interconnect options with the City of Bloomington and the City of Minneapolis. Conversations are started between staff at both Cities. Results of the study reveal an interconnect with Minneapolis is best suited to Richfield's needs. Minneapolis prepares a service agreement for review by Richfield staff and future execution. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS This item is standard city business related to issuing bonds for capital projects. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): The construction of the Water System Interconnect is identified in the City's Capital Improvement Plan. The reimbursement resolution is standard procedure and necessary to cover any project costs incurred prior to the sale of bonds. D.CRITICAL TIMING ISSUES: Staff and the engineering consultant are scheduled to initiate the design and development of the project in September 2024 with an intent to start construction June 2026. E.FINANCIAL IMPACT: Adoption of the proposed reimbursement resolution provides approval for City staff to incur costs for the Water System Interconnect construction project prior to sale of the bonds. That cost of the project is estimated to be $4,000,000. Utility Bonds are proposed for 97.5% of the cost of the project, currently estimated to be $3,900,000. A $100,000 Federal grant is being pursued to complete the project funding package. F.LEGAL CONSIDERATION: The City Attorney's office has reviewed the resolution and will be available to answer questions. ALTERNATIVE RECOMMENDATION(S): None PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type Water System Interconnect Reimbursement Resolution Resolution Letter RESOLUTION NO. DECLARING THE OFFICIAL INTENT OF THE CITY OF RICHFIELD TO REIMBURSE CERTAIN EXPENDITURES FROM THE PROCEEDS OF BONDS TO BE ISSUED BY THE CITY WITH RESPECT TO THE WATER SYSTEM INTERCONNECT PROJECT WHEREAS, the Internal Revenue Service has issued Treas. Reg. § 1.150-2 (the “Reimbursement Regulations”) providing that proceeds of tax-exempt bonds used to reimburse prior expenditures will not be deemed spent unless certain requirements are met; and WHEREAS, the City of Richfield, Minnesota (the “City”) expects to incur certain expenditures that may be financed temporarily from sources other than bonds, and reimbursed from the proceeds of tax-exempt bonds; and WHEREAS, the City has determined to make this declaration of official intent (the “Declaration”) to reimburse certain costs from proceeds of bonds in accordance with the Reimbursement Regulations. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RICHFIELD, MINNESOTA AS FOLLOWS: 1. The City of Richfield proposes to undertake the Water System Interconnect Project in coordination with the City of Minneapolis. 2. The City reasonably expects to reimburse the expenditures made for certain costs of the Project from the proceeds of bonds in an estimated maximum principal amount of $4,000,000. All reimbursed expenditures will be capital expenditures, costs of issuance of the bonds, or other expenditures eligible for reimbursement under Section 1.150-2(d)(3) of the Reimbursement Regulations. 3. This Declaration has been made not later than 60 days after payment of any original expenditure to be subject to a reimbursement allocation with respect to the proceeds of bonds, except for the following expenditures: (a) costs of issuance of bonds; (b) costs in an amount not in excess of $100,000 or 5 percent of the proceeds of an issue; or (c) “preliminary expenditures” up to an amount not in excess of 20 percent of the aggregate issue price of the issue or issues that finance or are reasonably expected by the City to finance the Project for which the preliminary expenditures were incurred. The term “preliminary expenditures” includes architectural, engineering, surveying, bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction or rehabilitation of a project, other than land acquisition, site preparation, and similar costs incident to commencement of construction. 4. This Declaration is an expression of the reasonable expectations of the City based on the facts and circumstances known to the City as of the date hereof. The anticipated original expenditures for the Project and the principal amount of the bonds described in paragraph 2 are consistent with the City’s budgetary and financial circumstances. No sources other than proceeds of bonds to be issued by the City are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside pursuant to the City’s budget or financial policies to pay such Project expenditures. 5. This Declaration is intended to constitute a declaration of official intent for purposes of the Reimbursement Regulations. The foregoing resolution was moved by Councilmember ______________ and seconded by Councilmember _______________. The following voted in the affirmative: _________________________________________ The following voted against: ________________________________________________ Councilmember ________________________________ was absent. Adopted by the City Council of the City of Richfield, Minnesota, this 14th day of August, 2024. Mary Supple, Mayor ATTEST: Michelle Friedrich, City Clerk AGENDA SECTION:RESOLUTIONS AGENDA ITEM #4. STAFF REPORT NO. 109 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:Jamie Haefner, Human Resources Manager DEPARTMENT DIRECTOR REVIEW:Sack Thongvanh, Assistant City Manager 8/6/2024 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/7/2024 ITEM FOR COUNCIL CONSIDERATION: Consider a resolution approving the contract with the International Union of Operating Engineers, Local 49 for the contract period January 1, 2024 through December 31, 2025. EXECUTIVE SUMMARY: City staff have completed labor negotiations with the Labor & Trades Local 49 (Union). The provisions of the 2024-2025 labor agreement cover all the employees in this Union. The two-year contract provides the following: Increase the clothing allowance from $600 to $650, effective January 1, 2024. Increase the clothing allowance from $650 to $700, effective January 1, 2025. Working out of class would shift to $2.00/hour over an individual's base wage. Currently employees are paid at the top LT2 step. The change provides for a consistent pay increase for all eligible employees. Licensure and Certification pay would increase by $.50 to $2.50. This is pay for specific licenses and certifications staff obtain. Each license and certification have a specific dollar amount assigned and the $2.50 represents the top they can take advantage of. Additionally, this is pay they receive on top of their base pay. Wage increases for 2024 include: Public Works Workers (27 positions): 3% COLA plus a $.30/hour market adjustment Water Plant Operators, Water Plant and Government Buildings Mechanics (7 positions): We are proposing a five-step system (compared to the current 3 steps) using the comparable cities average plus $.30/hour on Step 5 with 3% between steps. Placement will be on step 4 for all employees effective January 1, 2024. Automotive Mechanics and Lead Worker (4 positions): An analysis of the automotive mechanic position found that wages were comparable to this LT3 pay grade. We are proposing a five-step system (compared to the current 1 step) using the comparable cities average plus $.30/hour on Step 5 with 3% between steps. Wage increases for 2025 include a 3% COLA for all classifications. The agreement also includes the same employer-provided health and dental insurance contributions as given to the city's non-represented employee groups and other bargaining units. RECOMMENDED ACTION: By motion: Adopt a resolution approving the provisions of the 2024-25 labor agreement with the Labor & Trades Local 49 bargaining unit and authorize the City Manager to execute the agreement. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT Last year, we completed a one-year contract to move this group to the same bargaining schedule as our other groups. Executing a two year contract would accomplish that goal. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Implementing a plan that considers our comparable cities that we established in the comp and class study provide equity throughout the city and meet our strategic goals of providing pay that meets the market. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): The City has met and negotiated in good faith with the Union and its representatives and is bound under the Public Employer's Labor Relations Act to meet and bargain over the terms and conditions of employment. The proposed settlement for the health and dental insurance provisions is identical to those provided to both union and non-union City employees. The City has a long history of providing the same level of insurance benefits to all eligible City employees. The 3.00% cost of living wage increase is the same increase implemented for non- union City employees and other contracts settled for 2024. A survey of comparable cities indicates that those cities are providing an average of a 3.00 % cost of living increase, in addition to implementing other incentives, and other pay plan adjustments. The City also has a long history of trying to remain as close as possible to the midrange of wages and benefits compared to similar cities. The proposed and agreed upon wages will allow the City to continue this practice and remain an employer of choice. D.CRITICAL TIMING ISSUES: In order to allow the City's Finance personnel to modify payroll records in a timely manner for 2024 wages and benefits and in order to not further delay any pay due to employees, it is recommended that the City Council act on August 14, 2024, to adopt a resolution providing for contract changes, effective January 1, 2024. E.FINANCIAL IMPACT: The impact of wages are within earlier estimates and included in the 2024 Revised and 2025 Proposed budgets. F.LEGAL CONSIDERATION: If the terms of this agreement are not approved, further negotiation and/or mediation will be necessary. ALTERNATIVE RECOMMENDATION(S): Do not approve the terms of the agreement and prepare for further negotiation and/or mediation. Defer discussion to another date. PRINCIPAL PARTIES EXPECTED AT MEETING: None ATTACHMENTS: Description Type Resolution Resolution Letter RESOLUTION NO. RESOLUTION APPROVING LABOR AGREEMENT BETWEEN THE CITY OF RICHFIELD AND INTERNATIONAL UNION OF OPERATING ENGINEERS, LOCAL 49 BARGAINING UNIT FOR YEAR 2024 and 2025 WHEREAS, the City Manager and the International Union of Operating Engineers, Local 49 have reached an understanding concerning conditions of employment for 2024 and 2025; and WHEREAS, it would be inappropriate to penalize Local 49 members who have negotiated in good faith; and WHEREAS, the City Ordinance requires that contracts between the City and the exclusive representative of the employees in an appropriate bargaining unit shall be completed by Council resolution. NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby approve the Labor Agreement between the City of Richfield and International Union of Operating Engineers, Local 49 Bargaining Unit, for 2024 and 2025 under the provisions of the Labor Agreement to be implemented effective January 1, 2024 and authorize the City Manager to execute the contract. Adopted by the City Council of the City of Richfield, Minnesota this 14th day of August 2024. _______________________________ Mary Supple Mayor ATTEST: ______________________________ Michelle Friedrich City Clerk AGENDA SECTION:OTHER BUSINESS AGENDA ITEM #5. STAFF REPORT NO. 103 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:Karl Huemiller, Recreation Services Director DEPARTMENT DIRECTOR REVIEW:Karl Huemiller, Recreation Services Director 8/7/2024 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/8/2024 ITEM FOR COUNCIL CONSIDERATION: Consider approval of an agreement between the City of Richfield and M. A. Mortenson Company for Construction Manager at Risk services for the construction of a new Wood Lake Nature Center Building. EXECUTIVE SUMMARY: Over the past four months staff implemented a thorough RFQ and RFP process as outlined in state statute for the selection of a Construction Manager at Risk (CMaR). Five firms submitted qualifications for the RFQ, four were invited to submit for the RFP, and two were interviewed before final scoring took place. Mortenson Construction was the highest-scoring firm showing a site-appropriate approach to the project, a strong team, and the ability to bring significant resources to support the project. They have also successfully completed similar projects and have experience working with HGA Architects. RECOMMENDED ACTION: By motion: Authorize the Mayor and City Manager to finalize and execute a contract in the amount of $1,790,000 between the City of Richfield and M. A. Mortenson Company to perform Construction Manager at Risk services for the construction of the new Wood Lake Nature Center Building. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT In the spring of 2024 City Council authorized staff to use a Construction Manager at Risk (CMaR) process, as authorized by state stature, to manage the Wood Lake Nature Center Building construction. A cross- departmental selection committee with subject matter experts was created to administer the Request for Qualifications (RFQ) and Request for Proposals (RFP) process. HGA as the architect for the Wood Lake Nature Center building project was invited to join the selection committee. The selection committee consisted of: Karl Huemiller, Recreation Services Director Paul Smithson, Wood Lake Nature Center Manager Joe Powers, City Engineer Rachel Lindholm, Sustainability Specialist Chad Lunder, Chief Building Official Dave Conrads, Building Superintendent Nancy Blankfard, Principal Architect, HGA The selection committee conducted an RFQ and RFP process according to the guidelines laid out in state statute, working closely with the City Attorney. The RFQ received responses from five firms. After scoring, four firms were shortlisted and invited to submit for the RFP. The selection committee held in person interviews with the two highest scoring firms to finalize the RFP Scoring. Scoring criteria took into account the firm's experience with similar projects as CMaR, staff experience, safety record, project approach, ability to provide cost estimates, project scheduling, capability to be a constructor, and the firm's fee structure. Selection committee members completed the RFQ and RFP scoring individually, and the scores for each criteria were averaged to determine scoring in each part of the process. M. A. Mortenson Company was the highest scoring firm, showing a site-appropriate approach to the project, having an experienced team, and the ability to bring significant resources to support the project. They have also completed multiple projects in sensitive environmental areas, that have had strict sustainability requirements, and they have experience working with HGA Architects. The agreement with M.A. Mortenson Company sets the terms for the project, cost for preconstruction work including consultation during design and cost estimation, and the fee for CMaR services during construction. An addendum to this contract will be signed prior to construction to determine the Guaranteed Maximum Price for the project. B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Equity: The public engagement process during the design phase of the project has a focus on connecting with disadvantaged communities that are currently underrepresented in the users of Wood Lake Nature Center. Design also includes the goals of including feedback from a variety of community stakeholders, including the disability community, the Latine community, low-income residents, residents who live close to Wood Lake, visitors to Richfield, students who visit, and many more groups. Overall, the new building and exhibits will provide increased accessibility to more groups and current ADA guidelines will be met which currently are not. M. A. Mortenson Company has an internal goal of working with 20% women and minority owned businesses on their projects. On past projects they have a track record of exceeding this goal. Strategic Plan: This project best aligns with the strategic plan priority of Sustainable Infrastructure addressing all sub-initiatives of asset management, comprehensive funding, and sustainability efforts. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): The Construction Manager at Risk process must follow guidelines outlined in Minnesota State Statute 471.463 The Construction Manager at Risk has extensive experience with and will help the City comply with SB2030 and B3 standards, which are requirements as a part of receiving state bonding funds. D.CRITICAL TIMING ISSUES: In order to comply with the planned project timeline, staff will need to proceed in a timely manner with the Request for Qualifications process. E.FINANCIAL IMPACT: The total fee for the Construction Manager at Risk services is 9.9% of the building construction cost. $1,790,000 has been budgeted as part of the $18 million building construction cost. Total Project Cost $26 million Construction Costs- $18 million Includes escalation, design contingency, construction contingency, general conditions, construction management fees, bonds/insurance, and permitting. Project Soft Costs - $8 Million Includes professional services fees, fixtures/furniture/equipment (FFE), exhibits, testing/inspections, survey, AV/Technology, owner contingency, etc. Funding Secured Funding: State Bonding - $12 million Federal Grants - $3 million Unsecured Funding - $11 million (Bonds paid by Sales Tax Option or Property Taxes depending on outcome of referendum) F.LEGAL CONSIDERATION: Staff have been working with the City Attorney to ensure compliance with the construction manager at risk statutory requirements. ALTERNATIVE RECOMMENDATION(S): Reject the resolution and possibly delay the planning of the Wood Lake Building Project. PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type A133 Wood Lake Nature Center Project Contract with Mortenson Contract/Agreement A201 Wood Lake Nature Center Project Contract with Mortenson Contract/Agreement A133 Exhibit B Wood Lake Nature Center Project Contract with Mortenson Contract/Agreement A133 Exhibit A Wood Lake Nature Center Project Contract with Mortenson Contract/Agreement AIA® Document A133® – 2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201™–2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AGREEMENT made as of the « » day of « » in the year « » (In words, indicate day, month, and year.) BETWEEN the Owner: (Name, legal status, address, and other information) «City of Richfield » «6700 Portland Avenue » «Richfield, MN 55423 » «612-861-9700 » « » and the Construction Manager: (Name, legal status, address, and other information) «M.A. Mortenson Company »« » «700 Meadow Lane North » «Minneapolis, MN 554422 » « » for the following Project: (Name, location, and detailed description) «Wood Lake Nature Center Building Project » «6710 Lake Shore Drive, Richfield, MN 55423 » «Deconstruction of current nature center building on site and construction of a new multi-purpose building used for classroom and event space, museum exhibits, public lobby and lounge, rentals, staff and building support spaces, and covered outdoor spaces. Construction budget is $18M » The Architect: (Name, legal status, address, and other information) «HAMMEL, GREEN, AND ABRAHAMSON, INC.»«(HGA) » «420 North 5th Street, Suite 100 » «Minneapolis, MN 55401 » « » The Owner and Construction Manager agree as follows. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 2 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES 4 OWNER’S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS, REBATES, AND REFUNDS 9 SUBCONTRACTS AND OTHER AGREEMENTS 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT B INSURANCE AND BONDS ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as “not applicable” or “unknown at time of execution.”) § 1.1.1 The Owner’s program for the Project, as described in Section 4.1.1: (Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in which the program will be developed.) «The Project program will be developed by HGA working with City staff and the community. » § 1.1.2 The Project’s physical characteristics: (Identify or describe pertinent information about the Project’s physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.) «The Project has a budget of $24.5 Million with 18 Million allocated for the construction of the building. » § 1.1.3 The Owner’s budget for the Guaranteed Maximum Price, as defined in Article 6: (Provide total and, if known, a line item breakdown.) «TBD » AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 3 § 1.1.4 The Owner’s anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: «Design completed so that bid documents can be issued spring of 2025 » .2 Construction commencement date: «Spring 2025 » .3 Substantial Completion date or dates: «Spring 2026 » .4 Other milestone dates: «N/A » § 1.1.5 The Owner’s requirements for accelerated or fast-track scheduling, or phased construction, are set forth below: (Identify any requirements for fast-track scheduling or phased construction.) «None » § 1.1.6 The Owner’s anticipated Sustainable Objective for the Project: (Identify and describe the Owner’s Sustainable Objective for the Project, if any.) «Meet or exceed the State of Minnesota B3 standards. » § 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Construction Manager may complete and incorporate AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, into this Agreement to define the terms, conditions and services related to the Owner’s Sustainable Objective. If E234–2019 is incorporated into this agreement, the Owner and Construction Manager shall incorporate the completed E234–2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere.) « TBD » § 1.1.8 The Owner identifies the following representative in accordance with Section 4.2: (List name, address, and other contact information.) «Karl Huemiller, Recreation Services Director » «Phone: 612-861-9387 » «E-mail: khuemiller@richfieldmn.gov » «Address: 7000 Nicollet Ave, Richfield, MN 55423 » « » « » § 1.1.9 The persons or entities, in addition to the Owner’s representative, who are required to review the Construction Manager’s submittals to the Owner are as follows: (List name, address and other contact information.) «HGA Architects, 420 North 5th Street, Suite 100, Minneapolis, MN 55401 » § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 4 .1 Geotechnical Engineer: «TBD »« » « » « » « » « » .2 Civil Engineer: « HAMMEL, GREEN, AND ABRAHAMSON, INC. »«(HGA) » « 420 North 5th Street, Suite 100 » « Minneapolis, MN 55401 » « » « » .3 Other, if any: (List any other consultants retained by the Owner, such as a Project or Program Manager.) «TBD » § 1.1.11 The Architect’s representative: (List name, address, and other contact information.) «Nancy Blankfard » «420 North 5th Street, Suite 100 » «Minneapolis, MN 55401 » «612-309-7845 » «nblankfard@hga.com » « » § 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3: (List name, address, and other contact information.) «TBD » « » « » « » « » « » § 1.1.13 The Owner’s requirements for the Construction Manager’s staffing plan for Preconstruction Services, as required under Section 3.1.9: (List any Owner-specific requirements to be included in the staffing plan.) «Joe Pritzkow will act as Mortenson’s primary representative for preconstruction services. Kelly Ontiveros as construction project manager and Tom Nonweiler as site supervisor will also attend preconstruction meetings as needed. Other staff included but not limited to the mechanical coordinator, electrical coordinator, sustainability manager and project estimator will attend as needed. » § 1.1.14 The Owner’s requirements for Construction Manager’s procurement of Subcontractor(s) for the performance of the Work shall incorporate Construction Manager’s described subcontractor procurement process submitted in response to the Project RFP and comply with Minnesota Statutes, Section 471.463, subd. 5(b).: (List any Owner-specific requirements for subcontractor procurement.) « » AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 5 § 1.1.15 Other Initial Information on which this Agreement is based: « Owner’s Request for Qualifications and Request for Proposals » § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the Project schedule, the Construction Manager’s services, and the Construction Manager’s compensation. The Owner shall adjust the Owner’s budget for the Guaranteed Maximum Price and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 Neither the Owner’s nor the Construction Manager’s representative shall be changed without ten days’ prior notice to the other party. ARTICLE 2 GENERAL PROVISIONS § 2.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 15. If any ambiguity exists regarding the responsibilities of Construction Manager in the Contract Documents, Construction Manager’s response to the Request for Proposals shall apply to remove the ambiguity as to Construction Manager’s responsibilities, capabilities, staffing, schedule or other relevant service. § 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager’s skill and judgment in furthering the interests of the Owner to furnish efficient construction administration, management services, and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. § 2.3 General Conditions § 2.3.1 For the Preconstruction Phase, AIA Document A201™–2017, General Conditions of the Contract for Construction, as modified, shall apply as follows: Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use and Transmission; Section 1.8, Building Information Model Use and Reliance; Section 2.2.4, Confidential Information; Section 3.12.10, Professional Services; Section 10.3, Hazardous Materials; Section 13.1, Governing Law. The term “Contractor” as used in A201–2017 shall mean the Construction Manager. § 2.3.2 For the Construction Phase, the general conditions of the contract shall be as set forth in A201–2017, as modified which document is incorporated herein by reference. The term “Contractor” as used in A201–2017 shall mean the Construction Manager. ARTICLE 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES The Construction Manager’s Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2, and in the applicable provisions of A201-2017 referenced in Section 2.3.1. The Construction Manager’s Construction Phase responsibilities are set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 6 § 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services. The Owner and Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Construction Manager. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. § 3.1.2 The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other. § 3.1.3 Consultation § 3.1.3.1 The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling of the Work. § 3.1.3.2 The Construction Manager shall advise the Owner and Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; prefabrication; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase. § 3.1.3.3 The Construction Manager shall assist the Owner and Architect in establishing building information modeling and digital data protocols for the Project, using AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the performance of the Architect’s services. The Project schedule shall coordinate and integrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities; and identify items that affect the Project’s timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered in advance of construction; and the occupancy requirements of the Owner. § 3.1.5 Phased Construction The Construction Manager, in consultation with the Architect, shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, and sequencing for phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues. § 3.1.6 Cost Estimates § 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare, for the Architect’s review and the Owner’s approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, an estimate of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for the further development of the design, AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 7 price escalation, and market conditions, until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. The estimate shall be provided for the Architect’s review and the Owner’s approval. The Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work exceeds the latest approved Project budget, and make recommendations for corrective action. § 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Construction Manager and the Architect shall work together to reconcile the cost estimates. § 3.1.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules, for the Architect’s review and the Owner’s approval. § 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment, materials, services, and temporary Project facilities. § 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services for the Owner’s review and approval. § 3.1.10 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall fulfill its Preconstruction Phase responsibilities as required in AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement. § 3.1.11 Subcontractors and Suppliers § 3.1.11.1 If the Owner has provided requirements for subcontractor procurement in section 1.1.14, the Construction Manager shall provide a subcontracting plan, addressing the Owner’s requirements, for the Owner’s review and approval. § 3.1.11.2 The Construction Manager shall develop bidders’ interest in the Project, in accordance with Minnesota Statutes Section 471.763, subd. 5(b). § 3.1.11.3 The processes described in Article 9 shall apply if bid packages will be issued during the Preconstruction Phase. § 3.1.12 Procurement The Construction Manager shall prepare, for the Architect’s review and the Owner’s acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. § 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi-governmental authorities. § 3.1.14 Other Preconstruction Services Insert a description of any other Preconstruction Phase services to be provided by the Construction Manager, or reference an exhibit attached to this document (Describe any other Preconstruction Phase services, such as providing cash flow projections, development of a project information management system, early selection or procurement of subcontractors, etc.) « » AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 8 § 3.2 Guaranteed Maximum Price Proposal § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner’s and Architect’s review, and the Owner’s acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager’s estimate of the Cost of the Work, the Construction Manager’s contingency described in Section 3.2.4, and the Construction Manager’s Fee described in Section 6.1.2. § 3.2.2 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order. § 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 3.2.2; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including allowances; the Construction Manager’s contingency set forth in Section 3.2.4; and the Construction Manager’s Fee; .4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must accept the Guaranteed Maximum Price. § 3.2.4 In preparing the Construction Manager’s Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency for the Construction Manager’s exclusive use to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. § 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 3.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. § 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment, unless the Owner provides prior written authorization for such costs. § 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment and the revised Contract Documents. § 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 9 § 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201–2017, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. § 3.3.1.2 The Construction Phase shall commence upon the Owner’s execution of the Guaranteed Maximum Price Amendment or, prior to acceptance of the Guaranteed Maximum Price proposal, by written agreement of the parties. The written agreement shall set forth a description of the Work to be performed by the Construction Manager, and any insurance and bond requirements for Work performed prior to execution of the Guaranteed Maximum Price Amendment. § 3.3.2 Administration § 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes of the meetings to the Owner and Architect. § 3.3.2.2 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and a submittal schedule in accordance with Section 3.10 of A201–2017. § 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. § 3.3.2.4 Daily Logs The Construction Manager shall keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. § 3.3.2.5 Cost Control The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect, and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 3.3.2.3 above. ARTICLE 4 OWNER’S RESPONSIBILITIES § 4.1 Information and Services Required of the Owner § 4.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. § 4.1.2 The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Article 7, (2) the Owner’s other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality. § 4.1.3 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. Subject to written disclaimer or qualification from the Owner as to accuracy, the Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 10 § 4.1.3.1 The Owner shall furnish tests, inspections, and reports, required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 4.1.3.2 The Owner 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; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 4.1.3.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 4.1.4 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. § 4.1.5 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement. § 4.2 Owner’s Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner’s representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. The Owner’s representative shall have the extent of and limitation on authority as set forth in Section 2.1.1 of the A201-2017, as modified. To the extent a decision exceeds the Owner’s representative’s authority, the Owner’s representative shall promptly request a decision from the Owner’s Council. Except as otherwise provided in Section 4.2.1 of A201–2017, the Architect does not have such authority. § 4.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. § 4.3 Architect The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B133™–2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition, as modified, including any additional services requested by the Construction Manager that are necessary for the Preconstruction and Construction Phase services under this Agreement. The Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the Owner and the Architect, and any further modifications to the Architect’s scope of services in the agreement. ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 5.1 Compensation § 5.1.1 For the Construction Manager’s Preconstruction Phase services described in Sections 3.1 and 3.2, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.) «The Construction Manager shall charge a flat fee of $30,000 for preconstruction services » § 5.1.2 The hourly billing rates for Preconstruction Phase services of the Construction Manager and the Construction Manager’s Consultants and Subcontractors, if any, are set forth below. (If applicable, attach an exhibit of hourly billing rates or insert them below.) AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 11 « » Individual or Position Rate § 5.1.2.1 Hourly billing rates for Preconstruction Phase services include all costs to be paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, and shall remain unchanged unless the parties execute a Modification. § 5.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within « twelve » ( « 12 » ) months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager’s compensation for Preconstruction Phase services shall be equitably adjusted. § 5.2 Payments § 5.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. § 5.2.2 Payments are due and payable upon presentation of the Construction Manager’s invoice. Pursuant to the Prompt Payment of Local Government Bills, Minnesota Statutes, Section 471.425 (“Prompt Payment Act”), amounts unpaid and not subject to a good faith dispute « thirty-five » ( « 35 » ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Insert rate of monthly or annual interest agreed upon.) « 4.00 » % « per annum » ARTICLE 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 6.1 Contract Sum § 6.1.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction Manager’s performance of the Contract after execution of the Guaranteed Maximum Price Amendment. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager’s Fee. § 6.1.2 The Construction Manager’s Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager’s Fee.) «$1,760,000 » § 6.1.3 The method of adjustment of the Construction Manager’s Fee for changes in the Work: « Upon Owner’s approval of a Change Order that results in a net increase in the Guaranteed Maximum Price, the Construction Manager shall receive an additional fee of three point two five_____ percent (3.25___%) of the increased Cost of the Work used as the basis of the Change Order. The Construction Manager’s Fee shall not be reduced by reason of Change Orders reducing the Guaranteed Maximum Price. » § 6.1.4 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the Work: «TBD » § 6.1.5 Rental rates for equipment furnished by the Construction Manager shall be those rates set forth in Exhibit __. § 6.1.6 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any.) ««If the Construction Manager fails to achieve Substantial Completion by the date required under this Agreement, the Construction Manager agrees to pay the Owner liquidated damages as follows: liquidated damages shall be one thousand dollars ($1,000) per calendar day that the Work is delayed beyond the Contract Substantial Completion date. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 12 The Parties agree that the payment of these liquidated damages shall be the Owner’s sole and exclusive remedy for delay by the Construction Manager in the completion of the Work. Parties acknowledge and agree it is difficult or impossible to determine with precision the damages that would or might be incurred by the Owner as a result of Construction Manager’s failure to timely achieve Substantial Completion. It is understood and agreed by the Parties that any sums that would be payable under this section are in the nature of liquidated damages, and not a penalty, and are fair and reasonable and such payment would represent a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such failure. » § 6.1.7 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) « » § 6.2 Guaranteed Maximum Price The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, subject to additions and deductions by Change Order as provided in the Contract Documents. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. To the extent the total cost of construction is less than the Guaranteed Maximum Price, the Owner shall receive 100% of the remaining Construction Manager contingency due to the savings. The Guaranteed Maximum Price (“GMP”) will be established December 2024 or at a date to be agreed upon in writing by Owner and Construction Manager. § 6.3 Changes in the Work § 6.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Construction Manager may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. § 6.3.1.1 The Architect may order minor changes in the Work as provided in Article 7 of AIA Document A201–2017, General Conditions of the Contract for Construction. § 6.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Article 7 of AIA Document A201–2017, General Conditions of the Contract for Construction. § 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201–2017, as they refer to “cost” and “fee,” and not by Articles 6 and 7 of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms “cost” and “costs” as used in Article 7 of AIA Document A201–2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term “fee” shall mean the Construction Manager’s Fee as defined in Section 6.1.2 of this Agreement. § 6.3.5 If no specific provision is made in Section 6.1.3 for adjustment of the Construction Manager’s Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 6.1.3 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager’s Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 7 COST OF THE WORK FOR CONSTRUCTION PHASE § 7.1 Costs to Be Reimbursed § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. The Cost of the Work shall include only the items set forth in Sections 7.1 through 7.7. § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner’s prior approval, the Construction Manager shall obtain such approval in writing prior to incurring the cost. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 13 § 7.1.3 Costs shall be at rates not higher than the standard rates paid at the place of the Project, except with prior approval of the Owner. § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner’s prior approval, at off-site workshops paid at the rates specified for Work per Exhibit ___. This includes labor provided from any location as long as it is directly related to the Project. § 7.2.2 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when stationed at the site and performing Work at the rates contained in Exhibit __. Paid time off for supervisory personnel, prorated to the time spent on the Project, will be paid at the rates set forth in Exhibit __. Supervisory personnel shall not be paid as a Cost of the Work in excess of eighty (80) hours per two-week pay period. § 7.2.2.1 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when performing Work and stationed at a location other than the site, but only for that portion of time required for the Work, at the rates contained in Exhibit __. Paid time off for supervisory personnel, prorated to the time spent on the Project, will be paid at the rates set forth in Exhibit __. Supervisory personnel shall not be paid as a Cost of the Work in excess of eighty (80) hours per two week pay period. § 7.2.3 Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work, at the rates contained in Exhibit __. Paid time off for supervisory personnel, prorated to the time spent on the Project, will be paid at the rates set forth in Exhibit __. Supervisory personnel shall not be paid as a Cost of the Work in excess of eighty (80) hours per two-week pay period. § 7.2.4 Costs paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are included in the rates referred to in Sections 7.2.1 through 7.2.3. § 7.2.5 The rates referred to in Sections 7.2.1 through 7.2.3 shall be subject to annual adjustment by Construction Manager. § 7.3 Subcontract Costs Payments made or owed by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs, including transportation and storage, of materials and equipment incorporated, or to be incorporated, in the completed construction. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of the Work or, at the Owner’s option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment, and tools, that are not fully consumed, shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair market value. § 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site, which shall be billed and paid at the equipment billing rates included in Exhibit __, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 14 § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5.4 Costs of the Construction Manager’s site office, including general office equipment and supplies. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s prior approval. § 7.5.6 Construction Manager’s Textura Payment Management system will be paid at the rate of ___/$1,000 of [billings / Subcontractor Costs]. § 7.5.7 Small tools (tools with a purchase value of less than $500) shall not be reimbursed on an individual basis, but shall be paid at five percent (5%) of the cost of Construction Manager’s craft labor billed as defined in Section 7.2.1. § 7.6 Miscellaneous Costs § 7.6.1 Insurance, exclusive of worker’s compensation insurance, subcontractor default insurance and builder’s risk insurance (if obtained by the Construction Manager) will be paid at the rate of _10__/$1,000 of billings. Performance and payment bonds obtained by the Construction Manager for the Project, if any, shall be paid at the rate of _7.5__/$1,000 of the Guaranteed Maximum Price and paid by the Owner at the times the bonds are furnished. Builder’s risk insurance, if obtained by the Construction Manager, shall be paid at the rate of ___/$1,000 of the Guaranteed Maximum Price. Subcontractor default insurance will be paid at the rate of $_13__/$1,000 of Subcontract Costs. Rates shall be subject to adjustment annually. § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract Documents, with the Owner’s prior approval. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Construction Manager, with the Owner’s prior approval. § 7.6.2 Sales, use, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Construction Manager is liable. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Construction Manager is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201–2017 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents. § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents, payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims, and payments of settlements made with the Owner’s consent, unless the Construction Manager had reason to believe that the required design, process, or product was an infringement of a copyright or a patent, and the Construction Manager failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201–2017. The costs of legal defenses, judgments, and settlements shall not be included in the Cost of the Work used to calculate the Construction Manager’s Fee or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site, and costs of corporate and regional data processing/MIS services at Construction Manager’s internal rate, with the Owner’s prior approval. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.8 Deposits lost for causes other than the Construction Manager’s negligence or failure to fulfill a specific responsibility in the Contract Documents. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 15 § 7.6.9 Mediation and litigation costs, not including attorneys’ fees reasonably incurred by the Construction Manager after the execution of this Agreement in the performance of the Work and with the Owner’s prior written approval, which shall not be unreasonably withheld. Costs are not recoverable under this Agreement for disputes between the Owner and Construction Manager, Or because of non-frivolous third-party claims against the Construction Manager alleging negligence, breach of contract, or willful misconduct relating to the Project. § 7.6.10 Expenses incurred in accordance with the Construction Manager’s standard written personnel policy for relocation and temporary living allowances of the Construction Manager’s personnel required for the Work only, with the Owner’s prior written approval. § 7.6.11 That portion of the reasonable expenses of the Construction Manager’s supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 7.6.12 For Work performed by the Construction Manager’s own forces, with the written consent of Owner in accordance with Minnesota Statutes Section 471.763, subd. 5(b), pursuant to a lump sum bid or proposal, Construction Manager shall be paid such lump sum amount, which shall be a separate line item in the GMP. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work, with the Owner’s prior written approval. § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document A201–2017. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, the Construction Manager, and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. § 7.7.4 Compensation of any consultants required by the Contract Documents to be employed by the Construction Manager in connection with the Project or otherwise approved by Owner. § 7.7.5 Costs associated with Construction Manager’s Zero Injury and safety incentive program. § 7.7.6 For document record retention, Zero and 35/100 Dollars ($0.35) per thousand of the Cost of the Work. § 7.7.7 The deductible portion of any losses under policies of Builder’s Risk Insurance. § 7.7.8 The rates referenced in Article 7 of this Agreement are subject to reasonable annual adjustment by Construction Manager. § 7.7.9 The costs of procuring and maintaining builder’s risk insurance, if such insurance is provided by the Contractor. § 7.7.10 The costs described in Sections 7.1 through 7.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201–2017 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 7.9. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, the term “related party” shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Construction Manager; (2) any entity in which any stockholder in, or management employee of, the Construction Manager holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Construction Manager; or (4) any person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Construction Manager. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 16 shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods, or service, from the related party, as a Subcontractor, according to the terms of Article 9. If the Owner fails to authorize the transaction in writing, the Construction Manager shall procure the Work, equipment, goods, or service from some person or entity other than a related party according to the terms of Article 9. § 7.9 Costs Not To Be Reimbursed § 7.9.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager’s personnel stationed at the Construction Manager’s principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 14; .2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; .3 Expenses of the Construction Manager’s principal office and offices other than the site office; .4 Overhead and general expenses, except as may be expressly included in Sections 7.1 to 7.7; .5 The Construction Manager’s capital expenses, including interest on the Construction Manager’s capital employed for the Work; .6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Construction Manager, Subcontractors, and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .7 Any cost not specifically and expressly described in Sections 7.1 to 7.7; .8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; and .9 Costs for services incurred during the Preconstruction Phase. ARTICLE 8 DISCOUNTS, REBATES, AND REFUNDS § 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. § 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 9 SUBCONTRACTS AND OTHER AGREEMENTS § 9.1 Construction Manager shall enter into Subcontracts and other agreements necessary to perform the Work required in the Contract Documents, pursuant to Minnesota Statutes, Section 471.463, subd. 5(b). Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager’s own personnel shall be performed under subcontracts or other appropriate agreements with the Construction Manager. The Owner may designate specific persons from whom, or entities from which, the Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept pursuant to Section 471.463, subd. 5(b). Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work In accordance with the Contract Documents. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. § 9.1.1 When a specific subcontractor or supplier (1) is recommended to the Owner by the Construction Manager; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 17 § 9.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the Owner’s prior written approval. If a subcontract is awarded on the basis of cost plus a fee, the Construction Manager shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Article 10. ARTICLE 10 ACCOUNTING RECORDS The Construction Manager shall keep full and detailed records and accounts related to the Cost of the Work, and exercise such controls, as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager’s records and accounts, including complete documentation supporting accounting entries, books, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, Subcontractor’s invoices, purchase orders, vouchers, memoranda, and other data relating to this Contract. The Construction Manager shall preserve these records for a period of six (6) years after final payment, or for such longer period as may be required by law. The rates established by the Parties in connection with any Cost of the Work furnished on a unit basis, as established in any of the Exhibits attached to this Agreement or in Article 6 for such things as personnel rates, field rates, burden, tools, equipment and insurance shall not be subject to audit and adjustment, and the audit of such items of Cost of the Work shall be limited to a determination of the quantities of the units for which payment has been made or is requested. ARTICLE 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 11.1 Progress Payments § 11.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager, and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum, to the Construction Manager, as provided below and elsewhere in the Contract Documents. § 11.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: «N/A » § 11.1.3 Owner payment obligations shall be governed by the Prompt Payment Act, and payment of the amount certified shall be made by the Owner not later than «thirty-five» ( «35» ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 11.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Construction Manager’s Fee. § 11.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Construction Manager’s Fee. § 11.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. The schedule of values shall be used as a basis for reviewing the Construction Manager’s Applications for Payment. § 11.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 11.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 11.1.5.3 When the Construction Manager allocates costs from a contingency to another line item in the schedule of values, the Construction Manager shall submit supporting documentation to the Architect. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 18 § 11.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work and for which the Construction Manager has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 11.1.7 In accordance with AIA Document A201–2017, as modified, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 11.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified; and .4 The Construction Manager’s Fee, computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 11.1.7.1.2 at the rate stated in Section 6.1.2 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work included in Sections 11.1.7.1.1 and 11.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 11.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201–2017; .3 Any amount for which the Construction Manager does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Construction Manager intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201–2017; .5 The shortfall, if any, indicated by the Construction Manager in the documentation required by Section 11.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and .6 Retainage withheld pursuant to Section 11.1.8. § 11.1.8 Retainage § 11.1.8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) «Owner shall withhold five percent (5%) of the amount approved for payment in each payment period. » § 11.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) « » § 11.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 11.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification.) AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 19 «None » § 11.1.8.3 Upon Substantial Completion of the Work, the Construction Manager may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 11.1.8. (Insert any other conditions for release of retainage, such as upon completion of the Owner’s audit and reconciliation, upon Substantial Completion.) «Pursuant to Minnesota Statutes, Section 15.72, subd. 2, all retainage will be released to Construction Manager no later than sixty (60) days after Substantial Completion, provided, however, “Substantial Completion” shall be determined by the Architect consistent with the definition in Minnesota Statutes, Section 541.051, subd. 1(a). After Substantial Completion, Owner may withhold: (1) two hundred and fifty percent (250%) of the estimated cost to correct or complete Work known at the time of Substantial Completion; and (2) one percent (1%) of the value of the contract or $500.00, whichever is greater, pending completion and submission of all final paperwork by Construction Manager. If Owner withholds payment under this paragraph, it will provide a written statement to Construction Manager detailing the amount and basis of the withholding. Owner will pay any amounts withheld under clause (1) within sixty (60) days after completion or correction of the Work, as determined by Architect. Owner will pay any amounts withheld under clause (2) after submission of all final paperwork, as determined by Owner. » § 11.1.9 If final completion of the Work is materially delayed through no fault of the Construction Manager, the Owner shall pay the Construction Manager any additional amounts in accordance with Article 9 of AIA Document A201–2017. § 11.1.10 Except with the Owner’s prior written approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 11.1.11 The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors, and the percentage of retainage held on Subcontracts, and the Construction Manager shall execute Subcontracts in accordance with those agreements. § 11.1.12 In taking action on the Construction Manager’s Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager, and such action shall not be deemed to be a representation that (1) the Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 11.1.4 or other supporting data; (2) that the Architect has made exhaustive or continuous on-site inspections; or (3) that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner’s auditors acting in the sole interest of the Owner. § 11.2 Final Payment § 11.2.1 Final payment shall be made by the Owner to the Construction Manager not more than thirty (30) days after the date that all of the following conditions have been met: .1 the Contract has been fully performed by the Construction Manager, except for the Construction Manager’s responsibility to correct nonconforming Work as provided in Section 12.2.2 of A201™–2017 as currently amended by the Owner and to satisfy other requirements, if any, which necessarily survive final payment; .2 a final Application for Payment and a final accounting for the Cost of the Work have been submitted by the Construction Manager and reviewed by the Owner; .3 a final Certificate for Payment has been issued by the Architect; .4 the requirements of Article 9 of the A201™-2017 as currently amended by the Owner have been met; .5 the Construction Manager has assembled and provided to the Owner in a bound compilation all warranties and operations manuals applicable to the Project; and .6 the Construction Manager has delivered to the Architect a complete set of redlined record drawings, indicating changes to the Construction Documents during construction. § 11.2.2 Within 30 days of the Owner’s receipt of the Construction Manager’s final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. § 11.2.2.1 If the Owner conducts an audit of the Cost of the Work, the Owner shall, within 10 days after completion of the audit, submit a written report based upon the auditors’ findings to the Architect. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 20 § 11.2.2.2 Within seven days after receipt of the written report described in Section 11.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 11.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect’s reasons for withholding a certificate as provided in Article 9 of AIA Document A201–2017. The time periods stated in this Section 11.2.2 supersede those stated in Article 9 of AIA Document A201–2017. The Architect is not responsible for verifying the accuracy of the Construction Manager’s final accounting. § 11.2.2.3 If the Owner’s auditors’ report concludes that the Cost of the Work, as substantiated by the Construction Manager’s final accounting, is less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201–2017. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner’s auditors becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect’s final Certificate for Payment. § 11.2.3 The Owner’s final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows: « » § 11.2.4 If, subsequent to final payment, and at the Owner’s request, the Construction Manager incurs costs, described in Sections 7.1 through 7.7, and not excluded by Section 7.9, to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager for such costs, and the Construction Manager’s Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 6.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 11.2.4 in determining the net amount to be paid by the Owner to the Construction Manager. § 11.3 Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) « 4.00 » % « per annum » ARTICLE 12 DISPUTE RESOLUTION § 12.1 Initial Decision Maker § 12.1.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 12 and Article 15 of A201–2017. However, for Claims arising from or relating to the Construction Manager’s Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 12.1.2 of this Agreement shall not apply. § 12.1.2 The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201–2017 for Claims arising from or relating to the Construction Manager’s Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) « » « » « » « » AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 21 § 12.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A201–2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ « » ] Arbitration pursuant to Article 15 of AIA Document A201–2017 [ « X » ] Litigation in a court of competent jurisdiction, in Hennepin County, Minnesota [ « » ] Other: (Specify) « » If the Owner and Construction Manager do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment § 13.1.1 If the Owner and the Construction Manager do not reach an agreement on the Guaranteed Maximum Price, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager, and the Construction Manager may terminate this Agreement, upon not less than seven days’ written notice to the Owner. § 13.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1, the Construction Manager shall be compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination, in accordance with the terms of this Agreement. In no event shall the Construction Manager’s compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.3 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager for the Owner’s convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days’ written notice to the Owner, for the reasons set forth in Article 14 of A201–2017. § 13.1.4 In the event of termination of this Agreement pursuant to Section 13.1.3, the Construction Manager shall be equitably compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination. In no event shall the Construction Manager’s compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.5 If the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 13.1.6 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.1.5.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 22 § 13.1.6.1 If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 13.2 Termination or Suspension Following Execution of the Guaranteed Maximum Price Amendment § 13.2.1 Termination The Contract may be terminated by the Owner or the Construction Manager as provided in Article 14 of AIA Document A201–2017. § 13.2.2 Termination by the Owner for Cause § 13.2.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201–2017, the amount, if any, to be paid to the Construction Manager under Article 14 of AIA Document A201–2017 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager’s Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager’ Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A201–2017. § 13.2.2.2 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.2.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. § 13.2.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201–2017, as modified, then the Owner shall pay the Construction Manager a termination fee as follows: (Insert the amount of or method for determining the fee, if any, payable to the Construction Manager following a termination for the Owner’s convenience.) « » § 13.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2017; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201– 2017, except that the term “profit” shall be understood to mean the Construction Manager’s Fee as described in Sections 6.1 and 6.3.5 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS § 14.1 Terms in this Agreement shall have the same meaning as those in A201–2017. Where reference is made in this Agreement to a provision of AIA Document A201–2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 14.1.1 Prompt Payment of Subcontractors Prompt Payment Act subdivision 4a shall apply to payments by Contractor to Subcontractors as set forth in the A201– 2017, which provides in pertinent part: each Prime Contractor must pay any subcontractor within ten (10) days of the AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 23 Prime Contractor's receipt of payment from the municipality for undisputed services provided by the subcontractor. The Contract must require the Prime Contractor to pay interest of 1-1/2 percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Prime Contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from a Prime Contractor must be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. § 14.1.2 Data Practices Pursuant to Minnesota Statutes, Section 13.05, subd. 11, all of the data created, collected, received, stored, used, maintained, or disseminated by Construction Manager in performing this contract is subject to the requirements of the Minnesota Government Data Practices Act (“MGDPA”), Minnesota Statutes Chapter 13, and Construction Manager must comply with those requirements as if it were a government entity. The remedies in Minnesota Statutes, Section 13.08 apply to Construction Manager. Construction Manager does not have a duty to provide access to public data to the public if the public data are available from the Owner. § 14.1.3 Non-Discrimination Pursuant to Minnesota Statutes, Section 181.59, the Construction Manager will take affirmative action to ensure that applicants are selected, and that employees are treated during employment, without regard to their race, color, creed, religion, national origin, sex, sexual orientation, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability or age. The Construction Manager agrees to be bound by the provisions of Minnesota Statutes, Section 181.59, that prohibits certain discriminatory practices and the terms of said section are incorporated into this contract. § 14.2 Successors and Assigns § 14.2.1 The Owner and Construction Manager, respectively, bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements, and obligations contained in the Contract Documents. Except as provided in Section 14.2.2 of this Agreement, and in Section 13.2.2 of A201–2017, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 14.2.2 The Owner may, without consent of the Construction Manager, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner’s rights and obligations under the Contract Documents. The Construction Manager shall execute all consents reasonably required to facilitate the assignment. § 14.3 Insurance and Bonds Insurance and bonds provided for this Project shall be described in this Article 14, Exhibit B to this Contract and in Article 11 of the A201–2017, as modified. § 14.3.1 Preconstruction Phase The Construction Manager shall maintain the following insurance for the duration of the Preconstruction Services performed under this Agreement. If any of the requirements set forth below exceed the types and limits the Construction Manager normally maintains, the Owner shall reimburse the Construction Manager for any additional cost. § 14.3.1.1 Commercial General Liability with policy limits of not less than « » ($ « » ) for each occurrence and « » ($ « » ) in the aggregate for bodily injury and property damage. § 14.3.1.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Construction Manager with policy limits of not less than « » ($ « » ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. § 14.3.1.3 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 14.3.1.1 and 14.3.1.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 24 § 14.3.1.4 Workers’ Compensation at statutory limits and Employers Liability with policy limits not less than « » ($ « » ) each accident, « » ($ « » ) each employee, and « » ($ « » ) policy limit. § 14.3.1.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate. § 14.3.1.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits.) Coverage Limits TBD § 14.3.1.7 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Construction Manager’s negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies and shall apply to both ongoing and completed operations. § 14.3.1.8 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 14.3.1. § 14.3.2 Construction Phase After execution of the Guaranteed Maximum Price Amendment, the Owner and the Construction Manager shall purchase and maintain insurance as set forth in AIA Document A133™–2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, Exhibit B, Insurance and Bonds, and elsewhere in the Contract Documents. § 14.3.2.1 The Construction Manager shall provide bonds as set forth in AIA Document A133™–2019 Exhibit B, and elsewhere in the Contract Documents. § 14.4 Notice in electronic format, pursuant to Article 1 of AIA Document A201–2017, may be given in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203–2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) « » § 14.5 Insurance Required by the Owner The Owner property insurance shall be in accordance with Section 11.2 of A201-2017. § 14.6 Performance Bond and Payment Bond § 14.6.1 The Construction Manager shall furnish bonds covering faithful performance of the Construction Manager’s Contract and payment of obligations arising thereunder. Bonds may be obtained through the Construction Manager’s usual source and the cost thereof shall be included in the Cost of the Work. Construction Manager shall not be required to post separate performance and payment bonds to the extent they are duplicative of the Work. ARTICLE 15 SCOPE OF THE AGREEMENT § 15.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 15.2 The following documents comprise the Agreement: .1 AIA Document A133™–2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as modified AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:49:47 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1953318518) 25 .2 AIA Document A133™-2019, Exhibit A, Guaranteed Maximum Price Amendment, if executed .3 AIA Document A133™–2019, Exhibit B, Insurance and Bonds .4 AIA Document A201™–2017, General Conditions of the Contract for Construction, as modified .5 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203-2013 incorporated into this Agreement.) « » .6 Other Exhibits: (Check all boxes that apply.) [ « » ] AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, dated as indicated below: (Insert the date of the E234-2019 incorporated into this Agreement.) « » [ « » ] Supplementary and other Conditions of the Contract: Document Title Date Pages .7 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201–2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Construction Manager’s bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) « » This Agreement is entered into as of the day and year first written above. OWNER (Signature) CONSTRUCTION MANAGER (Signature) « »« » « »« » (Printed name and title) (Printed name and title) AIA® Document A201® – 2017 General Conditions of the Contract for Construction AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. For guidance in modifying this document to include supplementary conditions, see AIA Document A503™, Guide for Supplementary Conditions. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. for the following PROJECT: (Name and location or address) «Wood Lake Nature Center Building Project » «6710 Lake Shore Drive, Richfield, MN 55423 » Deconstruction of current nature center building on site and construction of a new multi-purpose building used for classroom and event space, museum exhibits, public lobby and lounge, rentals, staff and building support spaces, and covered outdoor spaces. Construction budget is $18M THE OWNER: (Name, legal status and address) «City of Richfield » «6700 Portland Avenue » «Richfield, MN 55423 » THE ARCHITECT: (Name, legal status and address) «HAMMEL, GREEN, AND ABRAHAMSON, INC. (HGA) » «420 North 5th Street, Suite 100 » «Minneapolis, MN 55401 » TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 2 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 3 INDEX (Topics and numbers in bold are Section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Addenda 1.1.1 Additional Costs, Claims for 3.7.4, 3.7.5, 10.3.2, 15.1.5 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.6 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.5.4, 9.6.3, 9.7, 9.10 Approvals 2.1.1, 2.3.1, 2.5, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10.1, 4.2.7, 9.3.2, 13.4.1 Arbitration 8.3.1, 15.3.2, 15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.5, 3.12.7, 4.1.2, 4.2, 5.2, 6.3, 7.1.2, 7.3.4, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, 15.1.4, 15.2 Architect’s Additional Services and Expenses 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Architect’s Administration of the Contract 3.1.3, 3.7.4, 15.2, 9.4.1, 9.5 Architect’s Approvals 2.5, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect’s Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect’s Copyright 1.1.7, 1.5 Architect’s Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.4.2, 15.2 Architect’s Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.4 Architect’s Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4.2 Architect’s Interpretations 4.2.11, 4.2.12 Architect’s Project Representative 4.2.10 Architect’s Relationship with Contractor 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Architect’s Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3 Architect’s Representations 9.4.2, 9.5.1, 9.10.1 Architect’s Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Asbestos 10.3.1 Attorneys’ Fees 3.18.1, 9.6.8, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1 Binding Dispute Resolution 8.3.1, 9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 Bonds, Lien 7.3.4.4, 9.6.8, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.4.4, 9.6.7, 9.10.3, 11.1.2, 11.1.3, 11.5 Building Information Models Use and Reliance 1.8 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.4 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 4 Certificates of Inspection, Testing or Approval 13.4.4 Certificates of Insurance 9.10.2 Change Orders 1.1.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.7, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.2, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3.1.1, 11.5 Claims, Definition of 15.1.1 Claims, Notice of 1.6.2, 15.1.3 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5 Claims for Additional Time 3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2, 15.1.6 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3, 11.3.2, 14.2.4, 15.1.7 Claims Subject to Arbitration 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.2, 15.1.5 Commencement of the Work, Definition of 8.1.2 Communications 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 14.1.2, 15.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 3.10.1, 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Compliance with Laws 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, 3.4.2, 3.11, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor’s 3.10, 3.11, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.4 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 5.4.2, 11.5, 14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.3.6, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.3, 7.4, 9.1, 9.2, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.5, 12.1.2, 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 1.1.4, 2.2.1, 2.2.2, 3.7.4, 3.7.5, 3.10.2, 5.2.3, 6.1.5, 7.2.1.3, 7.3.1, 7.3.5, 7.3.6, 7, 7, 7.3.10, 7.4, 8.1.1, 8.2.1, 8.2.3, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 12.1.2, 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor’s Construction and Submittal Schedules 3.10, 3.12.1, 3.12.2, 4.2.3, 6.1.3, 15.1.6.2 Contractor’s Employees 2.2.4, 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.3, 14.1, 14.2.1.1 Contractor’s Liability Insurance 11.1 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 5 Contractor’s Relationship with Separate Contractors and Owner’s Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3, 12.2.4 Contractor’s Relationship with Subcontractors 1.2.2, 2.2.4, 3.3.2, 3.18.1, 3.18.2, 4.2.4, 5, 9.6.2, 9.6.7, 9.10.2, 11.2, 11.3, 11.4 Contractor’s Relationship with the Architect 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.4, 15.1.3, 15.2.1 Contractor’s Representations 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor’s Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor’s Review of Contract Documents 3.2 Contractor’s Right to Stop the Work 2.2.2, 9.7 Contractor’s Right to Terminate the Contract 14.1 Contractor’s Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3 Contractor’s Superintendent 3.9, 10.2.6 Contractor’s Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14, 15.1.4 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.3.6, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 12.3, 15.1.3.1, 15.1.3.2, 15.2.1 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.4 Costs 2.5, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.3.2, 11.3, 14.2.4, 15.1.7 Damages for Delay 6.2.3, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 14.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.4.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.5, 3.5, 4.2.6, 6.2.3, 9.5.1, 9.5.3, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1.1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Digital Data Use and Transmission 1.7 Disputes 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2 Emergencies 10.4, 14.1.1.2, 15.1.5 Employees, Contractor’s 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.3, 14.1, 14.2.1.1 Equipment, Labor, or Materials 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.3.4, 2.3.6, 3.1, 3.3.1, 3.4.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.6, 8.2, 9.5.1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.6, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 12.3, 14.2.4, 14.4.3 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 6 Financial Arrangements, Owner’s 2.2.1, 13.2.2, 14.1.1.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials and Substances 10.2.4, 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.6.8, 9.10.2, 10.3.3, 11.3 Information and Services Required of the Owner 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10.1, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.4 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.4.2 Instruments of Service, Definition of 1.1.7 Insurance 6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11 Insurance, Notice of Cancellation or Expiration 11.1.4, 11.2.3 Insurance, Contractor’s Liability 11.1 Insurance, Effective Date of 8.2.2, 14.4.2 Insurance, Owner’s Liability 11.2 Insurance, Property 10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Insured loss, Adjustment and Settlement of 11.5 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13 Interest 13.5 Interpretation 1.1.8, 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 2.3.2, 3.2.3, 3.2.4, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 15.1.2, 15.4.1.1 Limitations of Liability 3.2.2, 3.5, 3.12.10, 3.12.10.1, 3.17, 3.18.1, 4.2.6, 4.2.7, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.6.8, 10.2.5, 10.3.3, 11.3, 12.2.5, 13.3.1 Limitations of Time 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15, 15.1.2, 15.1.3, 15.1.5 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic’s Lien 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Mediation 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1, 15.4.1.1 Minor Changes in the Work 1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1, 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1, 1.1.2, 2.5, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2 Mutual Responsibility 6.2 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 7 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2 Notice 1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4, 3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4, 8.2.2 9.6.8, 9.7, 9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 15.1.6, 15.4.1 Notice of Cancellation or Expiration of Insurance 11.1.4, 11.2.3 Notice of Claims 1.6.2, 2.1.2, 3.7.4, 9.6.8, 10.2.8, 15.1.3, 15.1.5, 15.1.6, 15.2.8, 15.3.2, 15.4.1 Notice of Testing and Inspections 13.4.1, 13.4.2 Observations, Contractor’s 3.2, 3.7.4 Occupancy 2.3.1, 9.6.6, 9.8 Orders, Written 1.1.1, 2.4, 3.9.2, 7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Evidence of Financial Arrangements 2.2, 13.2.2, 14.1.1.4 Owner, Information and Services Required of the 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Owner’s Authority 1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 15.2.7 Owner’s Insurance 11.2 Owner’s Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner’s Right to Carry Out the Work 2.5, 14.2.2 Owner’s Right to Clean Up 6.3 Owner’s Right to Perform Construction and to Award Separate Contracts 6.1 Owner’s Right to Stop the Work 2.4 Owner’s Right to Suspend the Work 14.3 Owner’s Right to Terminate the Contract 14.2, 14.4 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.10, 12.3, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Permits, Fees, Notices and Compliance with Laws 2.3.1, 3.7, 3.13, 7.3.4.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.4 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.2 Proposal Requirements 1.1.1 PROTECTION OF PERSONS AND PROPERTY 10 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 8 Regulations and Laws 1.5, 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Rejection of Work 4.2.6, 12.2.1 Releases and Waivers of Liens 9.3.1, 9.10.2 Representations 3.2.1, 3.5, 3.12.6, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.10, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.2, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5.1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor’s Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.4, 2.5, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 12.2.4, 13.3, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Separate Contractors, Definition of 6.1.1 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.9.2, 9.4.2, 9.10.1, 13.4 Site Visits, Architect’s 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Special Inspections and Testing 4.2.6, 12.2.1, 13.4 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.12.10, 3.17, 4.2.14 Statute of Limitations 15.1.2, 15.4.1.1 Stopping the Work 2.2.2, 2.4, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 3.18, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.4, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3 Substances, Hazardous 10.3 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 2.3.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 9 Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.5.4, 9.6, 9.10.5, 14.2.1 Surety 5.4.1.2, 9.6.8, 9.8.5, 9.10.2, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of 9.8.5, 9.10.2, 9.10.3 Surveys 1.1.7, 2.3.4 Suspension by the Owner for Convenience 14.3 Suspension of the Work 3.7.5, 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.4.4 Termination by the Contractor 14.1, 15.1.7 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.7 Termination by the Owner for Convenience 14.4 Termination of the Architect 2.3.3 Termination of the Contractor Employment 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 12.2.1, 13.4 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Time Limits 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15.1.2, 15.1.3, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 15.1.2, 15.1.3 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 9.1.2 Use of Documents 1.1.1, 1.5, 2.3.6, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.3.2 Waiver of Claims by the Contractor 9.10.5, 13.3.2, 15.1.7 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Waiver of Consequential Damages 14.2.4, 15.1.7 Waiver of Liens 9.3, 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.2, 9.10.4, 12.2.2, 15.1.2 Weather Delays 8.3, 15.1.6.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.10.3, 13.2, 13.3.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Orders 1.1.1, 2.4, 3.9, 7, 8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 10 ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor’s bid or proposal, or portions of Addenda relating to bidding or proposal requirements. § 1.1.2 The Contract The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect’s consultants, (2) between the Owner and a Subcontractor or a Sub-subcontractor, (3) between the Owner and the Architect or the Architect’s consultants, or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect’s duties. § 1.1.3 The Contractor The term “Contractor” means the Construction Manager as Constructor pursuant to the A133-2019, Standard Form Agreement Between Owner and Construction Manager as Constructor, as modified. § 1.1.4 The Work The term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. § 1.1.5 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. § 1.1.6 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. § 1.1.7 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.8 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.9 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 11 consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 Subject to the Agreement between Owner and Architect, the Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and retain all common law, statutory, and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub-subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to any protocols established pursuant to Sections 1.7 and 1.8, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, and the Architect’s consultants. § 1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall identify a representative authorized to act on the AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 12 Owner’s behalf only with respect to specific matters delegated to the representative in writing by the Owner’s governing body. Except as expressly delegated by the Owner’s governing body, the Owner’s representative has no authority to agree to any adjustments in the Contract Sum or Contract Time.. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. § 2.2 Evidence of the Owner’s Financial Arrangements § 2.2.1 Prior to commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If commencement of the Work is delayed under this Section 2.2.1, the Contract Time shall be extended appropriately. § 2.2.2 Following commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract only if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) the Contractor identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of the Contractor’s request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided in the Contract Documents. § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as “confidential,” the Contractor shall keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose “confidential” information, after seven (7) days’ notice to the Owner, where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or by court or arbitrator(s) order. The Contractor may also disclose “confidential” information to its employees, consultants, sureties, Subcontractors and their employees, Sub-subcontractors, and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 If the employment of the Architect terminates, the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 2.3.4 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. Except for utility locations provided by private utilities, which Owner does not warrant for accuracy, theContractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. The Contractor shall be responsible for verifying the accuracy of all utility locations supplied by private utilities § 2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 13 and relevant to the Contractor’s performance of the Work with reasonable promptness after receiving the Contractor’s written request for such information or services. § 2.3.6 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.4 Owner’s Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.5 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term “Contractor” means the Contractor or the Contractor’s authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect’s administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 By executing the Contract, the Contractor represents that the Contractor has reviewed and understands the Contract Documents, has visited the Site and is familiar with local conditions under which the Work is to be performed, has correlated personal observations with the requirements of the Contract Documents, and has notified the Architect of and obtained clarification of any discrepancies which have become apparent during the bidding or proposal period. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 14 § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 3.2.4 The Contractor must make frequent inspections during the progress of the Work to confirm that Work previously performed by the Subcontractors is in compliance with the Contract Documents and applicable laws and regulations bearing on the performance of the Work and that portion of Work previously performed by the Subcontractors or by others are in proper condition to receive subsequent Work. § 3.2.5 Subject to Section 3.2.3, if the Contractor believes that any portions of the Contract Documents do not comply with applicable laws, statutes, ordinances, building codes, and rules and regulations, or any orders by code enforcement officials or the Owner or its designees acting in the capacity of building code inspectors, the Contractor must promptly notify the Architect of the non-compliance as provided in Section 3.2.6 and request direction before proceeding with the affected Work. § 3.2.6 Subject to Sections 3.2.2 and 3.2.3, the Contractor must promptly notify the Owner and the Architect in writing of any apparent errors, inconsistencies, omissions, ambiguities, construction impracticalities or code violations discovered as a result of the Contractor’s review of the Contract Documents including any differences between actual and indicated dimensions, locations and descriptions, and must give the Owner and the Architect timely notice in writing of same and of any corrections, clarifications, additional Drawings or Specifications, or other information required to define the Work in greater detail or to permit the proper progress of the Work. The Contractor must provide similar notice with respect to any variance between its review of the Site and physical data and Site conditions observed. § 3.2.7 Reserved. § 3.2.8 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to Section 3.2., the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2, the Contractor shall pay such costs and damages to the Owner, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and Construction Procedures § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner and Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. Unless the Architect objects to the Contractor’s proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 15 § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor’s employees, Subcontractors, and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. § 3.5.3 The Contractor’s general warranty and any additional or special warranties are not limited by the Contractor’s obligations to require the Subcontractors to correct defective or nonconforming Work as provided in Article 12, nor are they limited by any other remedies provided in the Contract Documents. The Contractor shall also be liable for any damage to property or persons (including death) including damages to Owner relating to any breach of the Contractor’s general warranty or any additional or special warranties under the Contract Documents. § 3.5.4 The Contractor must furnish all special warranties under the Contract Documents to the Owner no later than Substantial Completion. The Owner may require additional special warranties in connection with the approval of “Or-Equals” or Substitutions, Allowance items, Work that is defective or nonconforming, or the acceptance of nonconforming Work pursuant to Article 12. § 3.6 Taxes The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 Permits, Fees, Notices and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 16 § 3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor, stating the reasons. If either party disputes the Architect’s determination or recommendation, that party may submit a Claim as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. . The Superintendent must provide his or her email address and cell phone number to Owner and Architect and must be available to be contacted during all business hours, and outside of business hours in the event of an emergency. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Architect may notify the Contractor, stating whether the Owner or the Architect (1) has reasonable objection to the proposed superintendent or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 17 § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner’s consent, which shall not unreasonably be withheld or delayed. § 3.10 Contractor’s Construction and Submittal Schedules § 3.10.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule within ten (10) days of execution of the Contract, shall submit a submittal schedule for the Owner’s and Architect’s approval. The Owner’s and Architect’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules approved by the Owner and Architect. § 3.11 Documents and Samples at the Site The Contractor shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Architect and Owner, and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Architect, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. The Contractor must provide the Owner and the Architect with copies of all submittals made to regulatory agencies. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 18 § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been approved by the Architect. The Contractor must correct at its cost, and without any adjustment in Contract Time, any Work the correction of which is required due to the Contractor’s failure to obtain approval of a submittal required to have been obtained prior to proceeding with the Work, including, but not limited to, correction of any conflicts in the Work resulting from such failure. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect’s approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect’s approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such notice, the Architect’s approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor’s responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 3.12.10.2 If the Contract Documents require the Contractor’s design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Architect at the time and in the form specified by the Architect. § 3.13 Use of Site § 3.13.1 The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.13.2 The Contractor shall coordinate the Contractor’s operations with, and secure the approval of the Architect before using any portion of the site. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 19 § 3.13.3 Except as may be specifically provided in the Contract Documents, the Contractor shall provide all necessary temporary facilities, including power, water, sanitation, scaffolding, storage, and security. § 3.14 Cutting and Patching § 3.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting, or patching shall be restored to the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor must keep the Site and adjacent areas free from accumulation of waste materials or rubbish caused by operations under the Contract, and must keep tools, construction equipment, machinery and surplus materials suitably stored when not in use. If the Contractor fails to do so in a manner reasonably satisfactory to the Owner or the Architect within forty-eight (48) hours after notice or as otherwise required by the Contract Documents, the Owner may clean the Site and back charge the Contractor for all costs associated with the cleaning. The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall promptly cause removal of waste materials, rubbish, the Subcontractors’ tools, construction equipment, machinery and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the Owner, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 20 damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts, or other employee benefit acts. § 3.20 Prevailing Wage Contractor agrees that all laborers or mechanics working on the Project shall receive at least the prevailing wage rate in accordance with Minnesota Statutes, Section 177.42, et seq. Contractor agrees further that it will incorporate any and all necessary contract language in its agreements with any subcontractors to allow Contractor to monitor and enforce the prevailing wage requirement for subcontractors of any tier. ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner’s representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of, and will not be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. § 4.2.5 Based on the Architect’s evaluations of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 21 § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect’s action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Architect’s review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may order minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner’s review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect’s responsibilities at the site. The Owner shall notify the Contractor of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either, and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term “Subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term “Subcontractor” does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term “Sub-subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 22 § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Award of Subcontracts or other contracts for trade work for the project shall be in accordance with Minnesota Statutes Sections 471.345 and 471.463, subdivision 5(b). § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. Any objection must not be contrary to the requirements of Minnesota Statutes Section 471.463, subd. 5(b). § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work that the Contractor, by these Contract Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub- subcontractors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor’s compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor’s obligations under the subcontract. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 23 ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner’s Right to Perform Construction and to Award Separate Contracts § 6.1.1 The term “Separate Contractor(s)” shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term “Contractor” in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner’s own forces and of each Separate Contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, Separate Contractors, and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner’s own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11, and 12. § 6.2 Mutual Responsibility § 6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor’s Work. Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner’s or Separate Contractor’s completed or partially completed construction is fit and proper to receive the Contractor’s Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor’s delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor’s delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 Owner’s Right to Clean Up If a dispute arises among the Contractor, Separate Contractors, and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 24 ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor, and Architect. A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. § 7.2 Change Orders and Change Proposals § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.2.2 The Contractor must submit Change Proposals to the Architect covering a contemplated Change Order within ten (10) days after request of the Owner, or the Architect or within twenty-one (21) days of the event giving rise to the Contractor’s claim for a change in the Contract Sum or Contract Time. No increase in the Contract Sum or extension of the Contract Time will be allowed for the cost or time involved in making Change Proposals. Change Proposals will define or confirm in detail the Work which is proposed to be added, deleted, or changed and must include any adjustment which the Contractor believes to be necessary in (i) the Contract Sum, or (ii) the Contract Time. Any proposed adjustment must include detailed documentation including, but not limited to: cost, properly itemized and supported by sufficient substantiating data to permit evaluation including cost of labor, materials, supplies and equipment, rental cost of machinery and equipment, additional bond cost, plus a fixed fee for profit and overhead (which includes office overhead and Site-specific overhead and general conditions). The Subcontractor’s or Sub-subcontractor’s overhead and profit in turn must not exceed a total aggregate of ten percent (10%). Change Proposals will be binding upon the Contractor and may be accepted or rejected by the Owner in its discretion. The Owner may, at its option, instruct the Contractor to proceed with the Work involved in the Change Proposal in accordance with this Section 7.2.2 without accepting the Change Proposal in its entirety. § 7.2.3 If the Owner determines that a Change Proposal is appropriate, the Architect will prepare and submit a request for a Change Order or Contract Amendment providing for an appropriate adjustment in the Contract Sum or Contract Time, or both, for further action by the Owner. No such change is effective until the Owner and Architect sign the Change Order. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 25 .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Owner and Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers’ compensation insurance, and other employee costs approved by the Architect; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. The Architect’s interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect’s order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect’s order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 26 ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term “day” as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.2.4 The Contractor must conform to the most recently approved Progress Schedule. The Contractor must cause the Subcontractor’s to complete the indicated Work or achieve the required percentage of completion, as applicable, within any interim completion dates established in the most recently approved Progress Schedule. § 8.2.5 The Contractor must maintain at the Site, available to the Owner and the Architect for their reference during the progress of the Work, a copy of the approved Progress Schedule and any approved revisions thereto. The Contractor must keep current records of and mark on a copy of the approved Progress Schedule the actual commencement date, progress and completion date of each scheduled activity indicated on the Progress Schedule. § 8.2.6 The Contractor represents that its bid includes all costs, overhead and profit which may be incurred throughout the Contract Time and the period between Substantial and final Completion. Accordingly, the Contractor may not make any claim for delay damages based in whole or in part on the premise that the Subcontractors’ would have completed the Work prior to the expiration of the Contract Time but for any claimed delay. § 8.2.7 If the Contractor’s progress is not maintained in accordance with the approved Progress Schedule, or the Owner determines that the Contractor is not diligently proceeding with the Work or has evidence reasonably indicating that the Contractor will not be able to conform to the most recently approved Progress Schedule, the Contractor must, promptly and at no additional cost to the Owner, take all measures necessary to accelerate its progress to overcome the delay and ensure that there will be no further delay in the progress of the Work and notify the Owner. § 8.2.8 The Owner reserves the right to issue a written directive to accelerate the Work that may be subject to an appropriate adjustment, if any, in the Contract Sum. If the Owner requires an acceleration of the Project Schedule and no adjustment is made in the Contract Sum, or if the Contractor disagrees with any adjustment made, the Contractor must file a claim as provided in Article 15 or the same will be deemed to be conclusively waived. § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor’s control; (4) by delay authorized by the Owner pending mediation and litigation; or (5) by other causes that the Contractor asserts, and the Architect determines, justify delay, then the Contract Time shall be extended for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 27 § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the Architect before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Architect. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment. Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require, and unless objected to by the Architect, shall be used as a basis for reviewing the Contractor’s subsequent Applications for Payment. § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor’s right to payment that the Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. As required by Minnesota Statutes Section 471.425 (“Prompt Payment Act”), subdivision 4a, the Contractor must pay all subcontractors, less any retainage, within ten (10) calendar days of the Contractor’s receipt of payment from the Owner for undisputed services provided by the Subcontractor(s) and must pay interest at the rate of one and one-half percent (1.5%) per month or any part of a month to the Subcontractor(s) on any undisputed amount not paid on time to the Subcontractor(s). § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage, and transportation to the site, for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to the Work. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 28 § 9.3.4 The Contractor must submit to the Architect and Owner itemized Applications for Payment for Work completed on a monthly basis in accordance with a schedule approved by the Owner. Each Application for Payment must be consistent with the approved Schedule of Values. In order to expedite the review and approval of Applications for Payment, the Contractor may submit to and review with the Owner a draft Application for Payment at a progress meeting prior to submitting a formal Application for Payment. § 9.3.5 The form of Application for Payment must be AIA Document G702, Application and Certificate for Payment, supported by AIA Document G703, Continuation Sheet (latest edition), or such other form as may be prescribed by the Owner. The Application must be notarized and supported by sufficient data to demonstrate the Contractor’s right to payment and compliance with the payment provisions of the Contract to the satisfaction of the Owner and Architect, such as copies of requisitions from Subcontractors and material suppliers, partial lien waivers, releases and other documents. Each Application for Payment must reflect approved Contract Modifications and the Contract retainage provided for in the Contract Documents. § 9.3.6 Applications for Payment may include materials and equipment delivered and suitably stored at the Site for subsequent incorporation in the Work. The Owner has no obligation or responsibility to pay for materials stored off the Site. If specifically approved in writing in advance by the Owner, an Application for Payment may include materials and equipment stored off the Site at a location agreed upon in writing. Payment for materials and equipment stored on or off the Site is conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to protect the Owner’s interests. Payment for materials and equipment stored off the Site will, in addition, be conditioned upon the Contractor’s provision of applicable insurance, storage and transportation to the Site. § 9.3.7 The Contractor shall also furnish with each Application for Payment Certified Payroll Statements, in accordance with Minnesota Statutes Section 177.30, setting forth the wages and benefits paid each employee during the time period covered by the Application for Payment, specifying for each employee: name; identifying number; prevailing wage master job classification; hours worked each day; total hours; rate of pay; gross amount earned; each deduction for taxes; total deductions; net pay for week; dollars contributed per hour for each benefit, including name and address of administrator; benefit account number; and telephone number for health and welfare, vacation or holiday, apprenticeship training, pension, and other benefit programs. § 9.4 Certificates for Payment § 9.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner of the Architect’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect’s reason for withholding certification in whole as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect’s evaluation of the Work and the data in the Application for Payment, that, to the best of the Architect’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 29 Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; .4 failure to submit Certified Payroll Statements under Section 9.3.7; .5 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .6 damage to the Owner or a Separate Contractor; .7 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .8 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the Contractor disputes the Architect’s decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, the Contractor may submit a Claim in accordance with Article 15. § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall pay each Subcontractor, in accordance with the Prompt Payment Act, subdivision 4a after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor’s payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 30 § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 The Contractor and the Subcontractors shall provide payment and performance bonds as required by law. Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 9.7 Failure of Payment If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor’s Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents, the undisputed (in good faith) amount owed under the Contract Documents , then the Contractor may, upon seven additional days’ notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 31 to by the insurer and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Contractor’s notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, including but not limited to completed IC-134 forms, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment, (5) documentation of any special warranties, such as manufacturers’ warranties or specific Subcontractor warranties, and (6) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys’ fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests, or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 32 .3 terms of special warranties required by the Contract Documents; or .4 audits performed by the Owner, if permitted by the Contract Documents, after final payment. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a supplier, shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. § 9.10.6 When the Contractor has completed or corrected all items on the final Punch List and considers that the Work is complete and ready for final acceptance, the Contractor must give written notice to the Owner and the Architect and request a final inspection of the Work as provided in Section 9.10.2. The Contractor’s notice and request for a final inspection must be accompanied by a final Application for Payment and the Submittals required by Section 9.10.3. § 9.10.7 Upon receipt of the Contractor’s notice and request for final inspection, the Owner and Architect will promptly make such inspection and, when the Owner and Architect concur that the Work has been fully completed and is acceptable under the Contract Documents, Architect will issue a Certificate of Final Completion to the Owner. The Contractor’s notice and request for final inspection constitutes a representation by the Contractor to the Owner that the Work has been completed in full and strict accordance with terms and conditions of the Contract Documents. The Architect will promptly notify the Contractor if the Owner or Architect do not concur that the Work is finally complete. In such case, the Contractor must bear the cost of any necessary additional professional services of the Owner or Architect until the Work is determined to be finally complete. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub-subcontractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. § 10.2.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 33 to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If the Contractor or a Subcontractor suffers injury or damage to person or property because of an act or omission of the Owner, or of others for whose acts the Owner is legally responsible, notice of the injury or damage, whether or not insured, shall be given to the Owner within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the Owner to investigate the matter. § 10.3 Hazardous Materials and Substances § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect of the condition. § 10.3.2 Upon receipt of the Contractor’s notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work on Owner’s property if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of the Contractor’s fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner’s fault or negligence. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 34 § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor’s Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Owner shall be named as an additional insured under the Contractor’s commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall name the Owner and Architect as additional insureds, and shall be maintained without interruption from the date of commencement of the Work until the date of final payment through the completed operations period. Completed operations shall be the period within which any claims may be brought for damages arising out of the Project Work. § 11.1.3 The Contractor shall provide surety bonds of the types, for such penal sums, and subject to such terms and conditions as required by the Contract Documents. The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.4 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.1.5 Notice of Cancellation or Expiration of Contractor’s Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.2 Owner’s Insurance § 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Owner shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required property insurance, with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents, the Owner shall inform the Contractor in writing prior to commencement of the Work. Upon receipt of notice from the Owner, the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub-Subcontractors in the Work. When the failure to provide coverage has been cured or resolved, the Contract Sum and Contract Time shall be equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of the insurance shall be charged to the Owner by a Change Order. If the Owner does not provide written notice, and the Contractor is damaged by the failure or neglect of the AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 35 Owner to purchase or maintain the required insurance, the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. § 11.2.3 Notice of Cancellation or Expiration of Owner’s Required Property Insurance. Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents, the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub- subcontractors, agents, and employees, each of the other; (2) the Architect and Architect’s consultants; and (3) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Architect, Architect’s consultants, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 11.3.2 Notwithstanding the above, Owner does not waive its right to subrogate against (1) Contractor, any of its Subcontractors, sub-Subcontractors, agents or employees for damages caused to non-Project related property, real or personal or both, at or adjacent to the site of the Project, caused by the negligent, intentional or other willful act or omission of the Contractor, any of its Subcontractors, sub-Subcontractors, agents or employees; or against (2) the Architect, or Architect’s consultant, if any, for damages caused to non-Project related property, real or personal or both, at or adjacent to the site of the Project, caused by the negligent, intentional or other willful act or omission of the Architect, or Architect’s consultants, if any. § 11.3.3 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. §11.4 Adjustment and Settlement of Insured Loss § 11.4.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.4.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 36 Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Architect’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect’s examination and be replaced at the Contractor’s expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor’s expense. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. § 12.2.2 After Substantial Completion § 12.2.2.1 In addition to the Contractor’s obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.5. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 With respect to any corrective work performed during the Correction Period, the Correction Period for that corrective work shall be extended for one (1) year from the date the Corrective Work was completed, but in no event shall the overall Correction Period exceed two years from Substantial Completion. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors, whether completed or partially completed, caused by the Contractor’s correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the Work. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 37 § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to covenants, agreements, and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner’s rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate the assignment. § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. § 13.3.2 No action or failure to act by the Owner, Architect, or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. § 13.4 Tests and Inspections § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner’s expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Architect’s services and expenses, shall be at the Contractor’s expense. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.4.5 If the Architect is to observe tests, inspections, or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 38 § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.5 Interest All payments to the Contractor shall be governed by the Prompt Payment Act, provided, however, that the interest rate for payments due but unpaid shall be four percent (4.00%) per annum. § 13.6 Record Keeping—Availability and Retention Pursuant to Minnesota Statutes, Section 16C.05, subd. 5, Contractor agrees that the books, records, documents and accounting procedures and practices of Contractor, that are relevant to the Contract or transaction, are subject to examination by the Owner and the state auditor for a minimum of six (6) years. Contractor shall maintain such records for a minimum of six (6) years after final payment. § 13.7 Data Practices Pursuant to Minnesota Statutes, Section 13.05, subd. 11, all of the data created, collected, received, stored, used, maintained, or disseminated by Contractor in performing this contract is subject to the requirements of the Minnesota Government Data Practices Act (“MGDPA”), Minnesota Statutes Chapter 13, and Contractor must comply with those requirements as if it were a government entity. The remedies in Minnesota Statutes, Section 13.08 apply to Contractor. Contractor does not have a duty to provide access to public data to the public if the public data are available from the Owner, except as required by the terms of this contract. § 13.8 Non-Discrimination Pursuant to Minnesota Statutes, Section 181.59, the Contractor will take affirmative action to ensure that applicants are selected, and that employees are treated during employment, without regard to their race, color, creed, religion, national origin, sex, sexual orientation, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability or age. The Contractor agrees to be bound by the provisions of Minnesota Statutes, Section 181.59, that prohibits certain discriminatory practices and the terms of said section are incorporated into this contract. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency, that requires all Work to be stopped; or .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, repeated suspensions, delays, or interruptions of the entire Work by the Owner as described in Section 14.3, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days’ notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 39 days’ notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the reasons described in Section 14.2.1 exist, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. No adjustment shall be made to the extent .1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. § 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner’s convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner’s convenience, the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts; and the termination fee, if any, set forth in the Agreement. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 40 ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A Claim is a demand or assertion by Contractor seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The responsibility to substantiate Claims shall rest with the Contractor. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. Nothing in this paragraph 15.1.1 is intended to apply to or in any way limit the Owner’s right to make Claims related to or arising out of the Contract. § 15.1.2 Time Limits on Claims The Owner and Contractor shall commence all causes of action against the other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with time period specified by applicable law. § 15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by written notice to the Owner and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by the Contractor under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the Contractor first recognizes the condition giving rise to the Claim, whichever is later. As a condition to making a claim for additional costs, the Contractor shall maintain and produce accurate records to substantiate all additional costs actually incurred and such substantiation shall be made within a reasonable time to be entitled to the relief requested. § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party. In such event, no decision by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker’s decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated, and had an adverse effect on the scheduled construction. § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner shall not waive consequential damages for claims, disputes, or other matters in question arising out of or relating to this Agreement. However, in no event shall either the Owner or Contractor be responsible for consequential damages that do not result from their gross negligence, willful misconduct or fraud. AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 13:50:56 ET on 04/09/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1681088820) 41 § 15.2 Initial Decision § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the Contractor or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker’s sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner’s expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of the request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished, or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 In the event of a claim against the Contractor, the Owner may, but is not obligated to notify the surety, if any, of the nature and amount of the claim. If the claim relates to a possibility of a Contractor’s default, the Owner may, but is not obligated to notify the surety and request the surety’s assistance in resolving the controversy. § 15.3 Mediation § 15.3.1 Any claim, dispute or other matter in question or arising out of or related to this Agreement shall be subject to mediation. Mediation is not a condition precedent to commencing litigation, but if litigation is commenced, the parties agree to mediate before any dispositive motions or trial. The parties shall share equally the mediator’s fee and any filing fees. Mediation shall be held in the place where the Project is located unless another location is mutually agreed upon. Agreements reached in mediation and ratified by the Owner’s governing body shall be enforceable as settlement agreements in any court having proper jurisdiction. AIA® Document A133® – 2019 Exhibit B Insurance and Bonds AIA Document A133 – 2019 Exhibit B. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:54 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (795699050) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is intended to be used in conjunction with AIA Document A201™–2017, General Conditions of the Contract for Construction. Article 11 of A201™–2017 contains additional insurance provisions. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Construction Manager, dated the « » day of « » in the year « » (In words, indicate day, month and year.) for the following PROJECT: (Name and location or address) «Wood Lake Nature Center Building Project » «6710 Lake Shore Drive, Richfield, MN 55423 »Deconstruction of current nature center building on site and construction of a new multi-purpose building used for classroom and event space, museum exhibits, public lobby and lounge, rentals, staff and building support spaces, and covered outdoor spaces. Construction budget is $18M THE OWNER: (Name, legal status, and address) «City of Richfield » «6700 Portland Avenue » «Richfield, MN 55423 » THE CONSTRUCTION MANAGER: (Name, legal status, and address) «TBD »« » « » TABLE OF ARTICLES B.1 GENERAL B.2 OWNER’S INSURANCE B.3 CONSTRUCTION MANAGER’S INSURANCE AND BONDS B.4 SPECIAL TERMS AND CONDITIONS ARTICLE B.1 GENERAL The Owner and Construction Manager shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A201™–2017, General Conditions of the Contract for Construction. ARTICLE B.2 OWNER’S INSURANCE § B.2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article B.2 and, upon the Construction Manager’s request, provide a copy of the property insurance policy or policies required by Section B.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. AIA Document A133 – 2019 Exhibit B. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:54 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (795699050) 2 § B.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual general liability insurance. § B.2.3 Required Property Insurance § B.2.3.1 Unless this obligation is placed on the Construction Manager pursuant to Section B.3.3.2.1, the Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's risk “all-risks” completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section B.2.3.1.3, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Construction Manager, Subcontractors, and Sub-subcontractors of any tier in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § B.2.3.1.1 Causes of Loss. The insurance required by this Section B.2.3.1 shall provide coverage for direct physical loss or damage, and shall not exclude the risks of terrorism, fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, or windstorm. The insurance shall also provide coverage for ensuing loss or resulting damage from error, omission, or deficiency in construction methods, design, specifications, workmanship, or materials. Sub-limits, if any, are as follows: (Indicate below the cause of loss and any applicable sub-limit.) Cause of Loss Sub-Limit § B.2.3.1.2 Specific Required Coverages. The insurance required by this Section B.2.3.1 shall provide coverage for loss or damage to falsework and other temporary structures, for physical damage to property while it is in storage or in transit to the construction site on an “all-risks” completed value form, and to building systems from testing and startup. The insurance shall also cover debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and reasonable compensation for the Architect’s and Construction Manager’s services and expenses required as a result of such insured loss, including claim preparation expenses. Sub-limits, if any, are as follows: (Indicate below type of coverage and any applicable sub-limit for specific required coverages.) Coverage Sub-Limit § B.2.3.1.3 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance required by Section B.2.3.1 or, if necessary, replace the insurance policy required under Section B.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § B.2.3.1.4 Deductibles and Self-Insured Retentions. If the insurance required by this Section B.2.3 is subject to deductibles or self-insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § B.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner’s occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section B.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Construction Manager shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing. AIA Document A133 – 2019 Exhibit B. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:54 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (795699050) 3 § B.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, “all-risks” property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section B.2.3.1, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. § B.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ « » ] § B.2.4.1 Loss of Use, Business Interruption, and Delay in Completion Insurance, to reimburse the Owner for loss of use of the Owner’s property, or the inability to conduct normal operations due to a covered cause of loss. « Amount to be determined by Owner » [ « » ] § B.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition, construction, repair, replacement or use of the Project. « Amount to be determined by Owner » [ « » ] § B.2.4.3 Expediting Cost Insurance, for the reasonable and necessary costs for the temporary repair of damage to insured property, and to expedite the permanent repair or replacement of the damaged property. « Amount to be determined by Owner » [ « » ] § B.2.4.4 Extra Expense Insurance, to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. « Amount to be determined by Owner » [ « » ] § B.2.4.5 Civil Authority Insurance, for losses or costs arising from an order of a civil authority prohibiting access to the Project, provided such order is the direct result of physical damage covered under the required property insurance. « Amount to be determined by Owner » [ « » ] § B.2.4.6 Ingress/Egress Insurance, for loss due to the necessary interruption of the insured’s business due to physical prevention of ingress to, or egress from, the Project as a direct result of physical damage. « Amount to be determined by Owner » [ « » ] § B.2.4.7 Soft Costs Insurance, to reimburse the Owner for costs due to the delay of completion of the Work, arising out of physical loss or damage covered by the required property insurance: including construction loan fees; leasing and marketing expenses; additional fees, including those of architects, engineers, consultants, attorneys and accountants, needed for the completion of the construction, repairs, or reconstruction; and carrying costs such as property taxes, building permits, additional AIA Document A133 – 2019 Exhibit B. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:54 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (795699050) 4 interest on loans, realty taxes, and insurance premiums over and above normal expenses. « Amount to be determined by Owner » § B.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance.) [ « » ] § B.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below.) « » [ « » ] § B.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits.) Coverage Limits ARTICLE B.3 CONSTRUCTION MANAGER’S INSURANCE AND BONDS § B.3.1 General § B.3.1.1 Certificates of Insurance. The Construction Manager shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section B.3.2.1 and Section B.3.3.1. The certificates will show the Owner as an additional insured on the Construction Manager’s Commercial General Liability and excess or umbrella liability policy or policies. § B.3.1.2 Deductibles and Self-Insured Retentions. The Construction Manager shall be responsible for deductible or self- insured retentions applicable to any insurance required to be provided by the Construction Manager. § B.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the commercial general liability coverage to include (1) the Owner as an additional insured for claims caused in whole or in part by the Construction Manager’s negligent acts or omissions during the Construction Manager’s operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Construction Manager’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04. § B.3.2 Construction Manager’s Required Insurance Coverage § B.3.2.1 The Construction Manager shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Construction Manager shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Construction Manager is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.) « » AIA Document A133 – 2019 Exhibit B. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:54 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (795699050) 5 § B.3.2.2 Commercial General Liability § B.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than « One Million » ($ « 1,000,000 » ) each occurrence, « Two Million » ($ « 2,000,000 » ) general aggregate, and « Two Million » ($ « 2,000,000 » ) aggregate for products-completed operations hazard, providing coverage for claims including .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Construction Manager’s indemnity obligations under Section 3.18 of the General Conditions subject to policy terms and conditions. § B.3.2.2.2 The Construction Manager’s Commercial General Liability policy under this Section B.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Construction Manager’s Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. § B.3.2.3 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Construction Manager, with policy limits of not less than « One Million » ($ « 1,000,000 » ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. § B.3.2.4 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section B.3.2.2 and B.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § B.3.2.5 Workers’ Compensation at statutory limits. § B.3.2.6 Employers’ Liability with policy limits not less than « one million dollars » ($ «1,000,000 » ) each accident, « one million dollars » ($ « 1,000,000 » ) each employee, and « one million dollars » ($ «1,000,000 » ) policy limit. § B.3.2.7 Jones Act, and the Longshore & Harbor Workers’ Compensation Act, as required, if the Work involves hazards arising from work on or near navigable waterways, including vessels and docks AIA Document A133 – 2019 Exhibit B. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:54 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (795699050) 6 § B.3.2.8 If the Construction Manager is required to furnish professional services as part of the Work, the Construction Manager shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than « One Million » ($ « 1,000,000 » ) per claim and « Two Million » ($ « 2,000,000 » ) in the aggregate. § B.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Construction Manager shall procure Pollution Liability insurance, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate. § B.3.3 Construction Manager’s Other Insurance Coverage § B.3.3.1 Insurance selected and described in this Section B.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Construction Manager shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Construction Manager is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work, state the duration.) « » § B.3.3.2 The Construction Manager shall purchase and maintain the following types and limits of insurance in accordance with Section B.3.3.1. (Select the types of insurance the Construction Manager is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [ « » ] § B.3.3.2.1 Property insurance of the same type and scope satisfying the requirements identified in Section B.2.3, which, if selected in this Section B.3.3.2.1, relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section B.2.3.1.3 and Section B.2.3.3. The Construction Manager shall comply with all obligations of the Owner under Section B.2.3 except to the extent provided below. The Construction Manager shall disclose to the Owner the amount of any deductible, and the Owner shall be responsible for losses within the deductible. Upon request, the Construction Manager shall provide the Owner with a copy of the property insurance policy or policies required. The Owner shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Construction Manager’s obligation to provide property insurance differs from the Owner’s obligations as described under Section B.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article 11 of the General Conditions, indicate the responsible party below.) « » [ « » ] § B.3.3.2.5 Property insurance on an “all-risks” completed value form, covering property owned by the Construction Manager and used on the Project, including scaffolding and other equipment. [ « » ] § B.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits.) Coverage Limits AIA Document A133 – 2019 Exhibit B. Copyright © 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:54 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (795699050) 7 § B.3.4 Performance Bond and Payment Bond The Construction Manager shall provide surety bonds, from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located, as follows: (Specify type and penal sum of bonds.) Type Penal Sum ($0.00) Payment Bond Performance Bond Payment and Performance Bonds shall be AIA Document A312™, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312™, current as of the date of this Agreement. ARTICLE B.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: « » AIA® Document A133® – 2019 Exhibit A Guaranteed Maximum Price Amendment AIA Document A133 – 2019 Exhibit A. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:49 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1347639657) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201™–2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. This Amendment dated the « » day of « » in the year « », is incorporated into the accompanying AIA Document A133™–2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price dated the « » day of « » in the year « » (the “Agreement”) (In words, indicate day, month, and year.) for the following PROJECT: (Name and address or location) «Wood Lake Nature Center Building Project » «6710 Lake Shore Drive, Richfield, MN 55423 »Deconstruction of current nature center building on site and construction of a new multi-purpose building used for classroom and event space, museum exhibits, public lobby and lounge, rentals, staff and building support spaces, and covered outdoor spaces. Construction budget is $18M THE OWNER: (Name, legal status, and address) «City of Richfield » «6700 Portland Avenue » «Richfield, MN 55423 » THE CONSTRUCTION MANAGER: (Name, legal status, and address) «TBD »« » « » TABLE OF ARTICLES A.1 GUARANTEED MAXIMUM PRICE A.2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION A.3 INFORMATION UPON WHICH AMENDMENT IS BASED A.4 CONSTRUCTION MANAGER’S CONSULTANTS, CONTRACTORS, DESIGN PROFESSIONALS, AND SUPPLIERS ARTICLE A.1 GUARANTEED MAXIMUM PRICE § A.1.1 Guaranteed Maximum Price Pursuant to Section 3.2.6 of the Agreement, the Owner and Construction Manager hereby amend the Agreement to establish a Guaranteed Maximum Price. As agreed by the Owner and Construction Manager, the Guaranteed Maximum Price is an amount that the Contract Sum shall not exceed. The Contract Sum consists of the Construction Manager’s Fee plus the Cost of the Work, as that term is defined in Article 6 of the Agreement. AIA Document A133 – 2019 Exhibit A. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:49 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1347639657) 2 § A.1.1.1 The Contract Sum is guaranteed by the Construction Manager not to exceed « » ($ « » ), subject to additions and deductions by Change Order as provided in the Contract Documents. § A.1.1.2 Itemized Statement of the Guaranteed Maximum Price. Provided below is an itemized statement of the Guaranteed Maximum Price organized by trade categories, including allowances; the Construction Manager’s contingency; alternates; the Construction Manager’s Fee; and other items that comprise the Guaranteed Maximum Price as defined in Section 3.2.1 of the Agreement. (Provide itemized statement below or reference an attachment.) « » § A.1.1.3 The Construction Manager’s Fee is set forth in Section 6.1.2 of the Agreement. § A.1.1.4 The method of adjustment of the Construction Manager’s Fee for changes in the Work is set forth in Section 6.1.3 of the Agreement. § A.1.1.5 Alternates § A.1.1.5.1 Alternates, if any, included in the Guaranteed Maximum Price: Item Price § A.1.1.5.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Exhibit A. Upon acceptance, the Owner shall issue a Modification to the Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Item Price Conditions for Acceptance § A.1.1.6 Unit prices, if any: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) ARTICLE A.2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § A.2.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ « » ] The date of execution of this Amendment. [ « » ] Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) « » If a date of commencement of the Work is not selected, then the date of commencement shall be the date of execution of this Amendment. § A.2.2 Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. The Contract Time shall be measured from the date of commencement of the Work. § A.2.3 Substantial Completion § A.2.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Construction Manager shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete the necessary information.) AIA Document A133 – 2019 Exhibit A. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:49 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1347639657) 3 [ « » ] Not later than « » ( « » ) calendar days from the date of commencement of the Work. [ « » ] By the following date: « » § A.2.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Construction Manager shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § A.2.3.3 If the Construction Manager fails to achieve Substantial Completion as provided in this Section A.2.3, liquidated damages, if any, shall be assessed as set forth in Section 6.1.6 of the Agreement. ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED § A.3.1 The Guaranteed Maximum Price and Contract Time set forth in this Amendment are based on the Contract Documents and the following: § A.3.1.1 The following Supplementary and other Conditions of the Contract: Document Title Date Pages § A.3.1.2 The following Specifications: (Either list the Specifications here, or refer to an exhibit attached to this Amendment.) « » Section Title Date Pages § A.3.1.3 The following Drawings: (Either list the Drawings here, or refer to an exhibit attached to this Amendment.) « » Number Title Date § A.3.1.4 The Sustainability Plan, if any: (If the Owner identified a Sustainable Objective in the Owner’s Criteria, identify the document or documents that comprise the Sustainability Plan by title, date and number of pages, and include other identifying information. The Sustainability Plan identifies and describes the Sustainable Objective; the targeted Sustainable Measures; implementation strategies selected to achieve the Sustainable Measures; the Owner’s and Construction Manager’s roles and responsibilities associated with achieving the Sustainable Measures; the specific details about design reviews, testing or metrics to verify achievement of each Sustainable Measure; and the Sustainability Documentation required for the Project, as those terms are defined in Exhibit C to the Agreement.) Title Date Pages Other identifying information: § A.3.1.5 Allowances, if any, included in the Guaranteed Maximum Price: (Identify each allowance.) AIA Document A133 – 2019 Exhibit A. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 10:22:49 ET on 04/12/2024 under Order No.2114515846 which expires on 04/02/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1347639657) 4 Item Price § A.3.1.6 Assumptions and clarifications, if any, upon which the Guaranteed Maximum Price is based: (Identify each assumption and clarification.) « » § A.3.1.7 The Guaranteed Maximum Price is based upon the following other documents and information: (List any other documents or information here, or refer to an exhibit attached to this Amendment.) « » ARTICLE A.4 CONSTRUCTION MANAGER’S CONSULTANTS, CONTRACTORS, DESIGN PROFESSIONALS, AND SUPPLIERS § A.4.1 The Construction Manager shall retain the consultants, contractors, design professionals, and suppliers, identified below: (List name, discipline, address, and other information.) « » This Amendment to the Agreement entered into as of the day and year first written above. OWNER (Signature) CONSTRUCTION MANAGER (Signature) « »« » « »« » (Printed name and title) (Printed name and title) AGENDA SECTION:OTHER BUSINESS AGENDA ITEM #6. STAFF REPORT NO. 110 CITY COUNCIL MEETING 8/14/2024 REPORT PREPARED BY:Karl Huemiller, Recreation Services Director DEPARTMENT DIRECTOR REVIEW:Karl Huemiller, Recreation Services Director 8/6/2024 OTHER DEPARTMENT REVIEW: CITY MANAGER REVIEW: Katie Rodriguez, City Manager 8/7/2024 ITEM FOR COUNCIL CONSIDERATION: Consider a resolution adopting title and ballot language pertaining to a local option sales tax authorized by the Minnesota legislature, to be submitted for consideration to the voters of the City of Richfield at the General Election on November 5, 2024. EXECUTIVE SUMMARY: The City of Richfield was granted the authority by the Minnesota Legislature in 2023 to bring a Local Option Sales Tax to Richfield voters in the following two years at a general election. The City Attorney has advised that the local option sales tax questions should go on the 2024 ballot as it is a general election. Ballot Language for the Local Option Sales Tax questions must be approved by City Council and submitted to Hennepin County 74 days prior to the election, by Friday, August 23rd, 2024. Ballot language was initially reviewed by City Council at the July 23rd work session. Staff made edits to the language based on City Council feedback and was subsequently reviewed by legal counsel and bond counsel The updated language is reflected in the resolution presented for approval. Staff have worked with Rapp Strategies to develop the website OurLegacyOurFuture.org, which provides information on the projects and the sales tax referendum. RECOMMENDED ACTION: Approve the resolution adopting title and ballot language pertaining to a local option sales tax authorized by the Minnesota Legislature, to be submitted for consideration to the qualified voters of the City of Richfield at the General Election on November 5, 2024. BASIS OF RECOMMENDATION: A.HISTORICAL CONTEXT During 2022 budget discussions, staff and City Council noted the need for additional long-term funding for future large-scale public parks projects. The use of a Local Sales Tax (LST) was identified as a potential funding method Per Minnesota State Statute, local governments (except for counties) are generally prohibited from imposing sales taxes. In special cases and for specific projects, the legislature, through Minn. Stat. § 297A.99, has authorized many cities to impose sales taxes under this law including all the cities sharing a border with Richfield. Revenues from these local sales taxes may only be used for projects of regional significance. The City of Richfield was granted the authority by the Minnesota Legislature in 2023 to bring a Local Option Sales Tax of 0.5% (one-half percent) lasting up to 20 years to Richfield voters for three projects. These projects are the Wood Lake Nature Center Building ($11M), the Richfield Community Center ($45M), and Veterans Park Improvements ($9M). A LST would place a tax on certain product sales or services within the municipality. All goods or services that are otherwise exempt from taxation are exempt from LST. The ballot must contain a separate question for each proposed project. Only projects that receive a majority “yes” vote will be funded with the proposed tax. If there are projects not approved by the voters, the total revenue raised, and the duration of the tax must be reduced by an amount proportional to the cost and timeframe of the failed initiative. More information on the projects and a local sales tax can be found at OurLegacyOurFuture.org B.EQUITABLE OR STRATEGIC CONSIDERATIONS OR IMPACTS Equity: This project gives the opportunity to improve facilities that are often low or no cost to residents and provide access to green space in the community. The exemptions to the potential sales tax would allow non- residents and residents to share the cost of the projects without burdening families with a higher cost of food or essential goods. Strategic Plan: This project best aligns with the strategic plan priority of Sustainable Infrastructure addressing all sub-initiatives of asset management, comprehensive funding, and sustainability efforts. C.POLICIES (resolutions, ordinances, regulations, statutes, exc): Minn. Stat. § 297A.99 D.CRITICAL TIMING ISSUES: August 14th, 2024 is the last City Council meeting prior to the required submission date of August 23,2024. Approval of the ballot language and questions at the August 14 meeting will ensure the timely submission of the language by the Richfield City Clerk prior to August 23, 2024, to the Hennepin County Auditor. E.FINANCIAL IMPACT: Approval of these ballot questions by voters would provide $65 million in funding to restore natural habitat and improve recreational facilities and sufficient funding for related financing costs, enabling the City to maintain high quality parks facilities into the future. F.LEGAL CONSIDERATION: There are no Legal Considerations for this item. ALTERNATIVE RECOMMENDATION(S): Do not approve the resolution authorizing ballot language for a Local Option Sales Tax, which would not meet the necessary deadline to include the questions on the 2024 General Election ballot and delay all of the proposed projects indefinitely. PRINCIPAL PARTIES EXPECTED AT MEETING: ATTACHMENTS: Description Type Resolution Approving Ballot Language Cover Memo RESOLUTION NO. _____ RESOLUTION ADOPTING TITLE AND BALLOT LANGUAGE PERTAINING TO A LOCAL OPTION SALES TAX AUTHORIZED BY THE MINNESOTA LEGISLATURE, TO BE SUBMITTED FOR CONSIDERATION TO THE QUALIFIED VOTERS OF THE CITY OF RICHFIELD AT THE GENERAL ELECTION ON NOVEMBER 5, 2024. WHEREAS, Minnesota Statutes, Section 297A.99 (the “Local Tax Act”), provides the City of Richfield (the “City”) with authority to impose a local sales tax if that tax is approved by a legislative special law and by the voters at a general election; and WHEREAS, the State Legislature approved the local sales tax pursuant to 2023 Minn. Laws, Ch. 64, Art. 10, Sec. 37. NOW, THEREFORE, BE IT RESOLVED, by the Richfield City Council, that: 1. To facilitate strategic investment in the region and community, the City will propose to electors the imposing of a local sales and use tax (“sales tax”) of one-half of one percent (0.50%) on items that are taxable by the State, to raise revenue to fund the construction of a new Richfield Community Center, the enhancement and restoration of recreation facilities located at Veterans Park, and the construction of a new Wood Lake Nature Center main building. 2. The proposal to impose the Sales Tax shall be submitted to qualified voters of the City as three separate ballot questions as part of the November 5, 2024 General Election. 3. The Sales Tax described herein is approved, subject to voter consent. The Sales Tax will be used exclusively to fund the capital improvements identified in Item 1 above. 4. If any or all of the questions are approved by a majority of voters, the City of Richfield is only authorized to impose a single one-half of one percent (0.50%) sales and use tax increase. The Sales Tax may only be imposed for the lesser of two time periods: 20 years or until enough sales tax revenue has been raised to pay for the costs of the approved projects, plus the cost of the issuance of any bonds, including interest, in the amount of: a. $45,000,000 (plus the cost of bond issuance and interest) for the construction of a new Richfield Community Center. b. $9,000,000 (plus the cost of bond issuance and interest) for the repair and renovation of the recreation facilities at Veterans Park. c. $11,000,000 (plus the cost of bond issuance and interest) for the construction of a new main building at Wood Lake Nature Center. 5. The Richfield City Clerk is hereby directed by the City Council to follow the notification and election procedures applicable to placing the three local sales tax questions on the ballot for the 2024 General Election in order to seek the approval of the proposed sales tax by the voters of the City. 6. The City Clerk is hereby directed to notify the County Auditor of the ballot questions by the deadline outlined in Minnesota Statutes, Section 205.16, Subdivision 4, and submit the title and questions for inclusion on the November 5, 2024 General Election Ballot in the following form: The City of Richfield is asking residents for authority to impose a one-half of one percent (0.5%) sales and use tax. The funds received would support three separate parks and recreation projects to restore natural habitat and improve recreational facilities in the city. Residents must consider each project individually. If multiple questions are approved, the maximum total sales tax by the city would be 0.5% with a maximum of 20 years. The City must terminate the tax earlier than 20 years if the amount received is sufficient to pay for project and financing costs. City Question 1 SALES AND USE TAX FOR NEW COMMUNITY CENTER Shall the City of Richfield impose a sales and use tax of one-half of one percent (0.5%) for up to 20 years, to finance up to $45 million plus the cost of interest and of issuing bonds, to build a new community center? • Yes • No By voting "yes" on this question you are voting to use a local sales tax in Richfield to pay for a new building that provides wellness and recreational activities, replacing the current Community Center. If multiple questions are approved, the maximum total sales tax by the city would be 0.5% with a maximum of 20 years. The City must terminate the tax earlier than 20 years if the amount received is sufficient to pay for project and financing costs. City Question 2 SALES AND USE TAX FOR VETERANS PARK IMPROVEMENTS Shall the City of Richfield impose a sales and use tax of one-half of one percent (0.5%) for up to 20 years, to finance up to $9 million plus the cost of interest and of issuing bonds, to enhance and restore facilities at Veterans Park including the outdoor pool, park trails and ice arena? • Yes • No By voting "yes" on this question, you are voting to use a local sales tax in Richfield to pay for the repairs and improvements of the pool, trails and pavilion, ice arena, bandshell and minigolf building at Veterans Park. If multiple questions are approved, the maximum total sales tax by the city would be 0.5% with a maximum of 20 years. The City must terminate the tax earlier than 20 years if the amount received is sufficient to pay for project and financing costs. City Question 3 SALES AND USE TAX FOR NEW WOODLAKE NATURE CENTER BUILDING Shall the City of Richfield impose a sales and use tax of one-half of one percent (0.5%) for up to 20 years, to finance up to $11 million plus the cost of interest and of issuing bonds, to build a new Wood Lake Nature Center building? • Yes • No By voting "yes" on this question you are voting to use a local sales tax in Richfield to pay for a new educational facility and site updates, replacing the current Wood Lake Nature Center building. If multiple questions are approved, the maximum total sales tax by the city would be 0.5% with a maximum of 20 years. The City must terminate the tax earlier than 20 years if the amount received is sufficient to pay for project and financing costs. Adopted by the City Council of the City of Richfield, Minnesota this 14th day of August, 2024. Mary B. Supple, Mayor ATTEST: Michelle Friedrich, City Clerk